**Exhibit 4-iiii**

 

**THE UNION LIGHT, HEAT AND POWER COMPANY**

 

**AND**

 

**DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee**

 

 

**Indenture**

 

 

**Dated as of December 1, 2004**

 

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| **Trust Indenture   Act Section** | ** ** | **Indenture Section** |
|-----------------------------------|------------|-----------------------|
|                              |       |                  |
| Section 310(a)(1)            |       | 609                   |
|  (a)(2)                      |       | 609                   |
|  (a)(3)                      |       | Not Applicable        |
|  (a)(4)                      |       | Not Applicable        |
|  (b)                         |       | 608                   |
|                              |       | 610                   |
| Section 311(a)               |       | 613                   |
|  (b)                         |       | 613                   |
| Section 312(a)               |       | 701                   |
|                              |       | 702                   |
|  (b)                         |       | 702                   |
|  (c)                         |       | 702                   |
| Section 313(a)               |       | 703                   |
|  (b)                         |       | 703                   |
|  (c)                         |       | 703                   |
|  (d)                         |       | 703                   |
| Section 314(a)               |       | 704                   |
|  (a)(4)                      |       | 101                   |
|                              |       | 1004                  |
|  (b)                         |       | Not Applicable        |
|  (c)(1)                      |       | 102                   |
|  (c)(2)                      |       | 102                   |
|  (c)(3)                      |       | Not Applicable        |
|  (d)                         |       | Not Applicable        |
|  (e)                         |       | 102                   |
| Section 315(a)               |       | 601                   |
|  (b)                         |       | 602                   |
|  (c)                         |       | 601                   |
|  (d)                         |       | 601                   |
|  (e)                         |       | 514                   |
| Section 316(a)               |       | 101                   |
|  (a)(1)(A)                   |       | 502                   |
|                              |       | 512                   |
|  (a)(1)(B)                   |       | 513                   |
|  (a)(2)                      |       | Not Applicable        |
|  (b)                         |       | 508                   |
|  (c)                         |       | 104                   |
| Section 317(a)(1)            |       | 503                   |
|  (a)(2)                      |       | 504                   |
|  (b)                         |       | 1003                  |
| Section 318(a)               |       | 107                   |

 

Note:  This reconciliation and tie shall not, forany purpose, be deemed to be a part of the Indenture.

 

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THE UNION LIGHT, HEAT AND POWER COMPANY

Indenture

Dated as of December 1, 2004

 

TABLE OF CONTENTS

 
| PARTIES                  |   |
|--------------------------|--------|
| RECITALS  OF THE COMPANY |   |
|                     |   |

 
| ARTICLE ONE                                         |                            |
|----------------------------------------------------------|---------------------------------|
|                                                     |                            |
| Definitions  and Other Provisions of General Application |                            |
|                                                     |                            |   |
|                                                     |                            |   |
|                                                     |                            |   |
| Section 101.                                        | Definitions:                    |   |
|                                                     | Act                             |   |
|                                                     | Affiliate; control              |   |
|                                                     | Authenticating  Agent           |   |
|                                                     | Board  of Directors             |   |
|                                                     | Board  Resolution               |   |
|                                                     | Business Day                    |   |
|                                                     | Commission                      |   |
|                                                     | Company                         |   |
|                                                     | Company  Request; Company Order |   |
|                                                     | Corporate  Trust Office         |   |
|                                                     | Corporation                     |   |
|                                                     | Covenant Defeasance             |   |
|                                                     | Defaulted  Interest             |   |
|                                                     | Defeasance                      |   |
|                                                     | Depositary                      |   |
|                                                     | Event of  Default               |   |
|                                                     | Exchange Act                    |   |
|                                                     | Expiration  Date                |   |
|                                                     | Global  Security                |   |
|                                                     | Holder                          |   |
|                                                     | Indenture                       |   |
|                                                     | interest                        |   |
|                                                     | Interest  Payment Date          |   |
|                                                     | Investment Company Act          |   |
|                                                     | Junior Subordinated  Securities |   |
|                                                     | Maturity                        |   |
|                                                     | Notice  of Default              |   |
|                                                     | Officers’  Certificate     |   |

 

i

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|              | Opinion  of Counsel                                              |   |
|-------------------|------------------------------------------------------------------|--------|
|              | Original Issue  Discount Security                                |   |
|              | Outstanding                                                      |   |
|              | Paying Agent                                                     |   |
|              | Person                                                           |   |
|              | Place of  Payment                                                |   |
|              | Predecessor  Security                                            |   |
|              | Redemption  Date                                                 |   |
|              | Redemption  Price                                                |   |
|              | Regular  Record Date                                             |   |
|              | Responsible  Officer                                             |   |
|              | Securities                                                       |   |
|              | Securities  Act                                                  |   |
|              | Security  Register; Security Registrar                           |   |
|              | Senior Debt                                                      |   |
|              | Special  Record Date                                             |   |
|              | Stated  Maturity                                                 |   |
|              | Subsidiary                                                       |   |
|              | Trust  Indenture Act                                             |   |
|              | Trustee                                                          |   |
|              | U.S. Government Obligation                                       |   |
|              | Vice  President                                                  |   |
| Section 102. | Compliance  Certificates and Opinions                            |   |
| Section 103. | Form of  Documents Delivered to Trustee                          |   |
| Section 104. | Acts of  Holders; Record Dates                                   |   |
| Section 105. | Notices,  Etc., to Trustee and Company                           |   |
| Section 106. | Notice to  Holders; Waiver                                       |   |
| Section 107. | Conflict  with Trust Indenture Act                               |   |
| Section 108. | Effect of  Headings and Table of Contents                        |   |
| Section 109. | Successors  and Assigns                                          |   |
| Section 110. | Separability  Clause                                             |   |
| Section 111. | Benefits of  Indenture                                           |   |
| Section 112. | Governing  Law                                                   |   |
| Section 113. | Legal  Holidays                                                  |   |
| Section 114. | Certain  Matters Relating to Currencies                          |   |
| Section 115. | Immunity  of Incorporators, Stockholders, Officers and Directors |   |
| Section 116. | Counterparts                                                     |   |
| Section 117. | Assignment  to Subsidiary                                        |   |

 

ii

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| ARTICLE TWO            |                                                  |
|-----------------------------|-------------------------------------------------------|
|                        |                                                  |   |
| Security  Forms             |                                                  |
|                        |                                                  |   |
| Section 201.           | Forms Generally                                       |   |
| Section 202.           | Form of Face  of Security                             |   |
| Section 203.           | Form of  Reverse of Security                          |   |
| Section 204.           | Form of  Legend for Global Securities                 |   |
| Section 205.           | Form of  Trustee’s Certificate of Authentication |   |
|                        |                                                  |   |
| ARTICLE THREE          |                                                  |
|                        |                                                  |   |
| The  Securities             |                                                  |
|                        |                                                  |   |
| Section 301.           | Amount  Unlimited; Issuable in Series                 |   |
| Section 302.           | Denominations                                         |   |
| Section 303.           | Execution,  Authentication, Delivery and Dating       |   |
| Section 304.           | Temporary  Securities                                 |   |
| Section 305.           | Registration,  Registration of Transfer and Exchange  |   |
| Section 306.           | Mutilated,  Destroyed, Lost and Stolen Securities     |   |
| Section 307.           | Payment of  Interest; Interest Rights Preserved       |   |
| Section 308.           | Persons  Deemed Owners                                |   |
| Section 309.           | Cancellation                                          |   |
| Section 310.           | Computation  of Interest                              |   |
| Section 311.           | CUSIP  Numbers                                        |   |
|                        |                                                  |   |
| ARTICLE FOUR           |                                                  |
|                        |                                                  |
| Satisfaction  and Discharge |                                                  |
|                        |                                                  |   |
| Section 401.           | Satisfaction  and Discharge of Indenture              |   |
| Section 402.           | Application  of Trust Money                           |   |
|                        |                                                  |   |
| ARTICLE FIVE           |                                                  |
|                        |                                                  |   |
| Remedies                    |                                                  |
|                        |                                                  |   |
| Section 501.           | Events of  Default                                    |   |
| Section 502.           | Acceleration  of Maturity; Rescission and Annulment   |   |

 

iii

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| Section 503. | Collection  of Indebtedness and Suits for Enforcement by Trustee           |   |
|-------------------|----------------------------------------------------------------------------|--------|
| Section 504. | Trustee May  File Proofs of Claim                                          |   |
| Section 505. | Trustee  May Enforce Claims Without Possession of Securities               |   |
| Section 506. | Application of Money Collected                                             |   |
| Section 507. | Limitation on Suits                                                        |   |
| Section 508. | Unconditional Right of Holders to  Receive Principal, Premium and Interest |   |
| Section 509. | Restoration of Rights and Remedies                                         |   |
| Section 510. | Rights and Remedies Cumulative                                             |   |
| Section 511. | Delay or Omission Not Waiver                                               |   |
| Section 512. | Control by Holders                                                         |   |
| Section 513. | Waiver of Past Defaults                                                    |   |
| Section 514. | Undertaking for Costs                                                      |   |
| Section 515. | Waiver of Usury, Stay or Extension  Laws                                   |   |
|              |                                                                       |   |
| ARTICLE SIX  |                                                                       |
|              |                                                                       |
| The Trustee       |                                                                       |
|              |                                                                       |   |
| Section 601. | Certain Duties and Responsibilities                                        |   |
| Section 602. | Notice of Defaults                                                         |   |
| Section 603. | Certain Rights of Trustee                                                  |   |
| Section 604. | Not Responsible for Recitals or  Issuance of Securities                    |   |
| Section 605. | May Hold Securities                                                        |   |
| Section 606. | Money Held in Trust                                                        |   |
| Section 607. | Compensation and Reimbursement                                             |   |
| Section 608. | Conflicting Interests                                                      |   |
| Section 609. | Corporate Trustee Required;  Eligibility                                   |   |
| Section 610. | Resignation and Removal;  Appointment of Successor                         |   |
| Section 611. | Acceptance of Appointment by  Successor                                    |   |
| Section 612. | Merger, Conversion, Consolidation  or Succession to Business               |   |
| Section 613. | Preferential Collection of Claims  Against Company                         |   |
| Section 614. | Appointment of Authenticating Agent                                        |   |
| Section 615. | Indemnification                                                            |   |

 

iv

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| ARTICLE SEVEN                                      |                                                       |
|---------------------------------------------------------|------------------------------------------------------------|
|                                                    |                                                       |
| Holders’ Lists and Reports by  Trustee and Company |                                                       |
|                                                    |                                                       |   |
| Section 701.                                       | Company to Furnish Trustee Names  and Addresses of Holders |   |
| Section 702.                                       | Preservation of Information;  Communications to Holders    |   |
| Section 703.                                       | Reports by Trustee                                         |   |
| Section 704.                                       | Reports by Company                                         |   |
|                                                    |                                                       |   |
| ARTICLE EIGHT                                      |                                                       |
|                                                    |                                                       |
| Consolidation, Merger and Sale                          |                                                       |
|                                                    |                                                       |   |
| Section 801.                                       | Consolidation  and Mergers Permitted                       |   |
| Section 802.                                       | Rights  and Duties of Successor Company                    |   |
| Section 803.                                       | Opinion  of Counsel                                        |   |
|                                                    |                                                       |   |
| ARTICLE NINE                                       |                                                       |
|                                                    |                                                       |
| Supplemental Indentures                                 |                                                       |
|                                                    |                                                       |
| Section 901.                                       | Supplemental Indentures Without  Consent of Holders        |   |
| Section 902.                                       | Supplemental Indentures With  Consent of Holders           |   |
| Section 903.                                       | Execution of Supplemental  Indentures                      |   |
| Section 904.                                       | Effect of Supplemental Indentures                          |   |
| Section 905.                                       | Conformity with Trust Indenture Act                        |   |
| Section 906.                                       | Reference in Securities to  Supplemental Indentures        |   |
|                                                    |                                                       |   |
| ARTICLE TEN                                        |                                                       |
|                                                    |                                                       |
| Covenants                                               |                                                       |
|                                                    |                                                       |   |
| Section 1001.                                      | Payment  of Principal, Premium and Interest                |   |
| Section 1002.                                      | Maintenance of Office or Agency                            |   |
| Section 1003.                                      | Money  for Securities Payments to Be Held in Trust         |   |
| Section 1004.                                      | Statement by Officers as to Default                        |   |
| Section 1005.                                      | Maintenance  of Properties                                 |   |

 

v

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| Section 1006.                  | Payment of Taxes and Other Claims                                                              |   |
|-------------------------------------|------------------------------------------------------------------------------------------------|--------|
| Section 1007.                  | Waiver of Certain Covenants                                                                    |   |
| Section 1008.                  | Calculation of Original Issue  Discount                                                        |   |
|                                |                                                                                           |   |
| ARTICLE ELEVEN                 |                                                                                           |
|                                |                                                                                           |   |
| Redemption of Securities            |                                                                                           |
|                                |                                                                                           |   |
| Section 1101.                  | Applicability  of Article                                                                      |   |
| Section 1102.                  | Election to Redeem; Notice to  Trustee                                                         |   |
| Section 1103.                  | Selection by Trustee of Securities  to Be Redeemed                                             |   |
| Section 1104.                  | Notice  of Redemption                                                                          |   |
| Section 1105.                  | Deposit  of Redemption Price                                                                   |   |
| Section 1106.                  | Securities  Payable on Redemption Date                                                         |   |
| Section 1107.                  | Securities  Redeemed in Part                                                                   |   |
|                                |                                                                                           |   |
| ARTICLE TWELVE                 |                                                                                           |
|                                |                                                                                           |   |
| Sinking Funds                       |                                                                                           |
|                                |                                                                                           |   |
| Section 1201.                  | Applicability  of Article                                                                      |   |
| Section 1202.                  | Satisfaction  of Sinking Fund Payments with Securities                                         |   |
| Section 1203.                  | Redemption of Securities for Sinking  Fund                                                     |   |
|                                |                                                                                           |   |
| ARTICLE THIRTEEN               |                                                                                           |
|                                |                                                                                           |   |
| Defeasance and Covenant  Defeasance |                                                                                           |
|                                |                                                                                           |   |
| Section 1301.                  | Company’s  Option to Effect Defeasance or Covenant Defeasance                             |   |
| Section 1302.                  | Defeasance and Discharge                                                                       |   |
| Section 1303.                  | Covenant Defeasance                                                                            |   |
| Section 1304.                  | Conditions to Defeasance or Covenant  Defeasance                                               |   |
| Section 1305.                  | Deposited Money and U.S. Government  Obligations to Be Held in Trust; Miscellaneous Provisions |   |
| Section 1306.                  | Reinstatement                                                                                  |   |

 

vi

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| ARTICLE FOURTEEN          |                                                                               |
|--------------------------------|------------------------------------------------------------------------------------|
|                           |                                                                               |   |
| Junior Subordinated Securities |                                                                               |
|                           |                                                                               |
| Section 1401.             | Certain  Securities Subordinate to Senior Debt                                     |   |
| Section 1402.             | Payment Over of Proceeds Upon  Default                                             |   |
| Section 1403.             | Payment Over of Proceeds Upon  Dissolution, Etc                                    |   |
| Section 1404.             | Subrogation to Rights of Holders of  Senior Debt                                   |   |
| Section 1405.             | Trustee to Effectuate Subordination                                                |   |
| Section 1406.             | Notice  to Trustee                                                                 |   |
| Section 1407.             | Rights  of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights |   |
| Section 1408.             | No Waiver of Subordination  Provisions                                             |   |
| Testimonium                    |                                                                               |
| Signatures                     |                                                                               |

 

vii

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INDENTURE, dated as of December 1, 2004, between The Union Light,Heat and Power Company, a corporation duly organized and existing under thelaws of the Commonwealth of Kentucky (herein called the “Company”), having itsprincipal office at 139 East Fourth Street, Cincinnati, Ohio 45202, andDeutsche Bank Trust Company Americas, a New York banking corporation, asTrustee (herein called the “Trustee”).

 

Recitals of the Company

 

The Company has duly authorized the execution and delivery of thisIndenture to provide for the issuance from time to time of its unsecureddebentures, notes or other evidences of indebtedness (herein called the “Securities”),to be issued in one or more series as in this Indenture provided.

 

All things necessary to make this Indenture a validagreement of the Company, in accordance with its terms, have been done.

 

Now, therefore, this Indenture witnesseth:

 

For and in consideration of the premises and the purchase of theSecurities by the Holders thereof, it is mutually agreed, subject to Article Fourteen,if applicable, for the equal and proportionate benefit of the Holders of theSecurities of each series thereof, as follows:

 

**ARTICLE ONE**

 

**Definitions and Other Provisions****of General Application**

 

Section 101. Definitions.

 

For all purposes of this Indenture, except as otherwise expresslyprovided or unless the context otherwise requires:

 

(1) the termsdefined in this Article have the meanings assigned to them in this Article andinclude the plural as well as the singular;

 

(2) all other termsused herein which are defined in the Trust Indenture Act, either directly or byreference therein, have the meanings assigned to them therein;

 

(3) all accountingterms not otherwise defined herein have the meanings assigned to them inaccordance with generally accepted accounting principles;

 

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(4) unless thecontext otherwise requires, any reference to an “Article” or a “Section” refersto an Article or a Section, as the case may be, of this Indenture; and

 

(5) the words “herein”,“hereof” and “hereunder” and other words of similar import refer to thisIndenture as a whole and not to any particular Article, Section or othersubdivision.

 

“Act”, when usedwith respect to any Holder, has the meaning specified in Section 104.

 

“Affiliate” ofany specified Person means any other Person directly or indirectly controllingor controlled by or under direct or indirect common control with such specifiedPerson. For the purposes of this definition, “control” when used with respectto any specified Person means the power to direct the management and policiesof such Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise; and the terms “controlling” and “controlled”have meanings correlative to the foregoing.

 

“AuthenticatingAgent” means any Person authorized by the Trustee pursuant to Section 614to act on behalf of the Trustee to authenticate Securities of one or moreseries.

 

“Board ofDirectors” means the board of directors of the Company, or any dulyauthorized committee of that board, or any Person duly authorized to act onbehalf of that board.

 

“BoardResolution” means a copy of a resolution or resolutions certified by theSecretary or an Assistant Secretary of the Company to have been duly adopted bythe Board of Directors and to be in full force and effect on the date of suchcertification, and delivered to the Trustee.

 

“Business Day”,when used with respect to any Place of Payment, means each Monday, Tuesday,Wednesday, Thursday and Friday which is not a day on which banking institutionsin that Place of Payment are authorized or obligated by law or executive orderto close.

 

“Commission”means the Securities and Exchange Commission, from time to time constituted,created under the Exchange Act, or, if at any time after the execution of thisinstrument such Commission is not existing and performing the duties nowassigned to it under the Trust Indenture Act, then the body performing suchduties at such time.

 

“Company” meansthe Person named as the “Company” in the first paragraph of this instrumentuntil a successor Person shall have become such pursuant to the applicableprovisions of this Indenture, and thereafter “Company” shall mean suchsuccessor Person.

 

“Company Request”or “Company Order” means a written request or order signed in the name of theCompany either by (i) its Chairman of the Board, its Vice Chairman, itsPresident or a Vice President, and by its Treasurer, an Assistant Treasurer,its Secretary or an Assistant Secretary, and delivered to the Trustee, or (ii)any two Persons designated in a Board Resolution, or in a Company Orderpreviously delivered to the Trustee signed by any two of the foregoing, anddelivered to the Trustee.

 

2

----

 

“CorporateTrust Office” means the office of the Trustee for Securities of any seriesat which at any particular time its corporate trust business shall beprincipally administered, which office at the date of execution of thisIndenture is located at

 

“Corporation”means a corporation, association, company, joint-stock company or businesstrust.

 

“Covenant Defeasance”has the meaning specified in Section 1303.

 

“DefaultedInterest” has the meaning specified in Section 307.

 

“Defeasance”has the meaning specified in Section 1302.

 

“Depositary”means, with respect to Securities of any series issuable in whole or in part inthe form of one or more Global Securities, a clearing agency registered underthe Exchange Act that is designated to act as Depositary for such Securities ascontemplated by Section 301.

 

“Event of Default”has the meaning specified in Section 501.

 

“Exchange Act”means the Securities Exchange Act of 1934 and any statute successor thereto, ineach case as amended from time to time.

 

“Expiration Date”has the meaning specified in Section 104.

 

“Global Security”means a Security that evidences all or part of the Securities of any series andbears the legend set forth in Section 204 (or such legend as may bespecified as contemplated by Section 301 for such Securities).

 

“Holder” means aPerson in whose name a Security is registered in the Security Register.

 

“Indenture” meansthis instrument as originally executed and as it may from time to time besupplemented or amended by one or more indentures supplemental hereto enteredinto pursuant to the applicable provisions hereof, including, for all purposesof this instrument and any such supplemental indenture, the provisions of theTrust Indenture Act that are deemed to be a part of and govern this instrumentand any such supplemental indenture, respectively. The term “Indenture” shallalso include the terms of particular series of Securities established ascontemplated by Section 301.

 

“interest”,when used with respect to an Original Issue Discount Security which by itsterms bears interest only after Maturity, means interest payable afterMaturity.

 

“InterestPayment Date”, when used with respect to any Security, means the StatedMaturity of an installment of interest on such Security.

 

“InvestmentCompany Act” means the Investment Company Act of 1940 and any statutesuccessor thereto, in each case as amended from time to time.

 

3

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“JuniorSubordinated Securities” shall have the meaning specified in Section 1401.

 

“Maturity”,when used with respect to any Security, means the date on which the principalof such Security or an installment of principal becomes due and payable astherein or herein provided, whether at the Stated Maturity or by declaration ofacceleration, call for redemption or otherwise.

 

“Notice ofDefault” means a written notice of the kind specified in Section 501(4).

 

“Officers’Certificate” means a certificate signed in the same manner and by Personsas provided for in a Company Request or a Company Order, and delivered to theTrustee.

 

“Opinion ofCounsel” means a written opinion of counsel, who may be an employee of orcounsel for the Company.

 

“Original Issue Discount Security”means any Security which provides for an amount less than the principal amountthereof to be due and payable upon a declaration of acceleration of theMaturity thereof pursuant to Section 502.

 

“Outstanding”,when used with respect to Securities, means, as of the date of determination,all Securities theretofore authenticated and delivered under this Indenture,except:

 

(1) Securities theretofore cancelled by the Trustee or delivered to theTrustee for cancellation;

 

(2) Securities for whose payment or redemption money in the necessary amounthas been theretofore deposited with the Trustee or any Paying Agent (other thanthe Company) in trust or set aside and segregated in trust by the Company (ifthe Company shall act as its own Paying Agent) for the Holders of suchSecurities; provided that, if such Securities are to be redeemed, notice ofsuch redemption has been duly given pursuant to this Indenture or provisiontherefor satisfactory to the Trustee has been made;

 

(3) Securities as to which Defeasance hasbeen effected pursuant to Section 1302; and

 

(4) Securities which have been paid pursuantto Section 306 or in exchange for or in lieu of which other Securitieshave been authenticated and delivered pursuant to this Indenture, other thanany such Securities in respect of which there shall have been presented to theTrustee proof satisfactory to it that such Securities are held by a bona fidepurchaser in whose hands such Securities are valid obligations of the Company;

 

provided, however, that in determining whether the Holders of therequisite principal amount of the Outstanding Securities have given, made ortaken any request, demand, authorization, direction, notice, consent, waiver orother action hereunder as of any date, (A) the principal amount of an OriginalIssue Discount Security which shall be deemed to be Outstanding shall be theamount of the principal thereof which would be due and payable as of such dateupon acceleration of the

 

4

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Maturity thereof to such date pursuant to Section 502, (B) if, asof such date, the principal amount payable at the Stated Maturity of a Securityis not determinable, the principal amount of such Security which shall bedeemed to be Outstanding shall be the amount as specified or determined ascontemplated by Section 301, (C) the principal amount of a Securitydenominated in one or more foreign currencies or currency units which shall bedeemed to be Outstanding shall be the U.S. dollar equivalent, determined as ofsuch date in the manner provided as contemplated by Section 301, of theprincipal amount of such Security (or, in the case of a Security described inClause (A) or (B) above, of the amount determined as provided in such Clause),and (D) Securities owned by the Company or any other obligor upon theSecurities or any Affiliate of the Company or of such other obligor shall bedisregarded and deemed not to be Outstanding, except that, in determiningwhether the Trustee shall be protected in relying upon any such request,demand, authorization, direction, notice, consent, waiver or other action, onlySecurities which the Trustee actually knows to be so owned shall be sodisregarded. Securities so owned which have been pledged in good faith may beregarded as Outstanding if the pledgee establishes to the satisfaction of theTrustee the pledgee’s right so to act with respect to such Securities and thatthe pledgee is not the Company or any other obligor upon the Securities or anyAffiliate of the Company or of such other obligor.

 

“Paying Agent”means, if not the Company, then any Person authorized by the Company to pay theprincipal of or any premium or interest on any Securities on behalf of theCompany.

 

“Person” meansany individual, corporation, partnership, joint venture, trust, unincorporatedorganization or government or any agency or political subdivision thereof.

 

“Place ofPayment”, when used with respect to the Securities of any series, means theplace or places where the principal of and any premium and interest on theSecurities of that series are payable as specified as contemplated by Section 301.

 

“PredecessorSecurity” of any particular Security means every previous Securityevidencing all or a portion of the same debt as that evidenced by suchparticular Security; and, for the purposes of this definition, any Securityauthenticated and delivered under Section 306 in exchange for or in lieuof a mutilated, destroyed, lost or stolen Security shall be deemed to evidencethe same debt as the mutilated, destroyed, lost or stolen Security.

 

“RedemptionDate”, when used with respect to any Security to be redeemed, means thedate fixed for such redemption by or pursuant to this Indenture.

 

“RedemptionPrice”, when used with respect to any Security to be redeemed, means theprice at which it is to be redeemed pursuant to this Indenture.

 

“RegularRecord Date” for the interest payable on any Interest Payment Date on theSecurities of any series means the date specified for that purpose ascontemplated by Section 301.

 

“ResponsibleOfficer”, when used with respect to the Trustee, means any vice president,any assistant vice-president, any trust officer or assistant trust officer ofthe Trustee assigned to the Trustee’s corporate trust department andcustomarily performing functions similar to those performed by any of the abovedesignated officers and also means, with respect to a particular

 

5

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corporate trust matter, any other officerto whom such matter is referred because of his or her knowledge of andfamiliarity with the particular subject.

 

“Securities”has the meaning stated in the first recital of this Indenture and moreparticularly means any Securities authenticated and delivered under thisIndenture.

 

“SecuritiesAct” means the Securities Act of 1933 and any statute successor thereto, ineach case as amended from time to time.

 

“SecurityRegister” and “Security Registrar” have the respective meanings specifiedin Section 305.

 

“Senior Debt”of the Company means the principal of, premium, if any, interest on and anyother payment due pursuant to any of the following, whether outstanding at thedate of execution of this Indenture or thereafter incurred, created or assumed:(a) all indebtedness of the Company evidenced by notes, debentures, bonds orother securities sold by the Company for money, excluding Junior SubordinatedSecurities, but including all first mortgage bonds of the Company outstandingfrom time to time; (b) all indebtedness of others of the kinds described in thepreceding clause (a) assumed by or guaranteed in any manner by the Company,including through an agreement to purchase, contingent or otherwise; and (c)all renewals, extensions or refundings of indebtedness of the kinds describedin any of the preceding clauses (a) and (b); unless, in the case of anyparticular indebtedness, renewal, extension or refunding, the instrumentcreating or evidencing the same or the assumption or guarantee of the sameexpressly provides that such indebtedness, renewal, extension or refunding isnot superior in right of payment to or is pari passu with the JuniorSubordinated Securities.

 

“SpecialRecord Date” for the payment of any Defaulted Interest means a date fixedby the Trustee pursuant to Section 307.

 

“StatedMaturity”, when used with respect to any Security or any installment of principalthereof or interest thereon, means the date specified in such Security as thefixed date on which the principal of such Security or such installment ofprincipal or interest is due and payable.

 

“Subsidiary”means a corporation more than 50% of the outstanding voting stock of which isowned, directly or indirectly, by the Company or by one or more otherSubsidiaries, or by the Company and one or more other Subsidiaries. For thepurposes of this definition, “voting stock” means stock which ordinarily hasvoting power for the election of directors, whether at all times or only solong as no senior class of stock has such voting power by reason of anycontingency.

 

“TrustIndenture Act” means the Trust Indenture Act of 1939 as in force at thedate as of which this instrument was executed, except as provided in Section 905.

 

“Trustee” meansthe Person named as the “Trustee” in the first paragraph of this instrumentuntil a successor Trustee shall have become such pursuant to the applicableprovisions of this Indenture, and thereafter “Trustee” shall mean or include eachPerson who is then a Trustee

 

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hereunder, and if at any time there is more than one such Person, “Trustee”as used with respect to the Securities of any series shall mean the Trusteewith respect to Securities of that series.

 

“U.S.Government Obligation” has the meaning specified in Section 1304.

 

“VicePresident”, when used with respect to the Company or the Trustee, means anyvice president, whether or not designated by a number or a word or words addedbefore or after the title “vice president”.

 

Section 102.  Compliance Certificates andOpinions.

 

Upon any application or request by the Company to the Trustee to takeany action under any provision of this Indenture, the Company shall furnish tothe Trustee such certificates and opinions as may be required under the TrustIndenture Act. Each such certificate or opinion shall be given in the form ofan Officers’ Certificate, if to be given by an officer of the Company, or anOpinion of Counsel, if to be given by counsel, and shall comply with therequirements of the Trust Indenture Act and any other requirements set forth inthis Indenture.

 

Every certificate or opinion with respect to compliance with acondition or covenant provided for in this Indenture shall include,

 

(1)  a statement that each individual signing such certificate oropinion has read such covenant or condition and the definitions herein relatingthereto;

 

(2)  astatement that, in the opinion of each such individual, he or she has made suchexamination or investigation as is necessary to enable him or her to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and

 

(3)  a statement as to whether, in the opinion of each suchindividual, such condition or covenant has been complied with.

 

Section 103.  Form of Documents Delivered to Trustee.

 

In any case where several matters are required to be certified by, orcovered by an opinion of, any specified Person, it is not necessary that allsuch matters be certified by, or covered by the opinion of, only one suchPerson, or that they be so certified or covered by only one document, but onesuch Person may certify or give an opinion with respect to some matters and oneor more other such Persons as to other matters, and any such Person may certifyor give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of an officer of the Company may be based,insofar as it relates to legal matters, upon a certificate or opinion of, orrepresentations by, counsel, unless such officer knows, or in the exercise ofreasonable care should know, that the certificate or opinion or representationswith respect to the matters upon which his or her certificate or opinion isbased are

 

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erroneous. Any such certificate or opinionof counsel may be based, insofar as it relates to factual matters, upon acertificate or opinion of, or representations by, an officer or officers of theCompany stating that the information with respect to such factual matters is inthe possession of the Company, unless such counsel knows, or in the exercise ofreasonable care should know, that the certificate or opinion or representationswith respect to such matters are erroneous.

 

Where any Person is required to make, give or execute two or moreapplications, requests, consents, certificates, statements, opinions or otherinstruments under this Indenture, they may, but need not, be consolidated andform one instrument.

 

Section 104.  Acts of Holders; Record Dates.

 

Any request, demand, authorization, direction, notice, consent, waiveror other action provided or permitted by this Indenture to be given, made ortaken by Holders may be embodied in and evidenced by one or more instruments ofsubstantially similar tenor signed by such Holders in person or by agent dulyappointed in writing; and, except as herein otherwise expressly provided, suchaction shall become effective when such instrument or instruments are deliveredto the Trustee and, where it is hereby expressly required, to the Company. Suchinstrument or instruments (and the action embodied therein and evidencedthereby) are herein sometimes referred to as the “Act” of the Holders signingsuch instrument or instruments. Proof of execution of any such instrument or ofa writing appointing any such agent shall be sufficient for any purpose of thisIndenture and (subject to Section 601) conclusive in favor of the Trusteeand the Company, if made in the manner provided in this Section.

 

The fact and date of the execution by any Person of any such instrumentor writing may be proved by the affidavit of a witness of such execution or bya certificate of a notary public or other officer authorized by law to takeacknowledgments of deeds, certifying that the individual signing suchinstrument or writing acknowledged to him or her the execution thereof. Wheresuch execution is by a signer acting in a capacity other than his or her individualcapacity, such certificate or affidavit shall also constitute sufficient proofof his or her authority. The fact and date of the execution of any suchinstrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trusteedeems sufficient.

 

The ownership of Securities shall be proved by the Security Register.

 

Any request, demand, authorization, direction, notice, consent, waiveror other Act of the Holder of any Security shall bind every future Holder ofthe same Security and the Holder of every Security issued upon the registrationof transfer thereof or in exchange therefor or in lieu thereof in respect ofanything done, omitted or suffered to be done by the Trustee or the Company inreliance thereon, whether or not notation of such action is made upon suchSecurity.

 

The Company may set any day as a record date for the purpose ofdetermining the Holders of Outstanding Securities of any series entitled togive, make or take any request, demand, authorization, direction, notice,consent, waiver or other action provided or permitted by this Indenture to begiven, made or taken by Holders of Securities of such series, provided that the

 

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Company may not set a record date for, and the provisions of thisparagraph shall not apply with respect to, the giving or making of any notice,declaration, request or direction referred to in the next paragraph. If anyrecord date is set pursuant to this paragraph, the Holders of OutstandingSecurities of the relevant series on such record date, and no other Holders,shall be entitled to take the relevant action, whether or not such Holdersremain Holders after such record date; provided that no such action shall beeffective hereunder unless taken on or prior to the applicable Expiration Dateby Holders of the requisite principal amount of Outstanding Securities of suchseries on such record date. Nothing in this paragraph shall be construed toprevent the Company from setting a new record date for any action for which arecord date has previously been set pursuant to this paragraph (whereupon therecord date previously set shall automatically and with no action by any Personbe cancelled and of no effect), and nothing in this paragraph shall beconstrued to render ineffective any action taken by Holders of the requisiteprincipal amount of Outstanding Securities of the relevant series on the datesuch action is taken. Promptly after any record date is set pursuant to thisparagraph, the Company, at its own expense, shall cause notice of such recorddate, the proposed action by Holders and the applicable Expiration Date to begiven to the Trustee in writing and to each Holder of Securities of therelevant series in the manner set forth in Section 106.

 

The Trustee may set any day as a record date for the purpose ofdetermining the Holders of Outstanding Securities of any series entitled tojoin in the giving or making of (i) any Notice of Default, (ii) any declarationof acceleration referred to in Section 502, (iii) any request to instituteproceedings referred to in Section 507(2) or (iv) any direction referredto in Section 512, in each case with respect to Securities of such series.If any record date is set pursuant to this paragraph, the Holders ofOutstanding Securities of such series on such record date, and no otherHolders, shall be entitled to join in such notice, declaration, request ordirection, whether or not such Holders remain Holders after such record date;provided that no such action shall be effective hereunder unless taken on orprior to the applicable Expiration Date by Holders of the requisite principalamount of Outstanding Securities of such series on such record date. Nothing inthis paragraph shall be construed to prevent the Trustee from setting a newrecord date for any action for which a record date has previously been setpursuant to this paragraph (whereupon the record date previously set shallautomatically and with no action by any Person be cancelled and of no effect),and nothing in this paragraph shall be construed to render ineffective anyaction taken by Holders of the requisite principal amount of OutstandingSecurities of the relevant series on the date such action is taken. Promptlyafter any record date is set pursuant to this paragraph, the Trustee, at theCompany’s expense, shall cause notice of such record date, the proposed actionby Holders and the applicable Expiration Date to be given to the Company inwriting and to each Holder of Securities of the relevant series in the mannerset forth in Section 106.

 

With respect to any record date set pursuant to this Section, the partyhereto which sets such record date may designate any day as the “ExpirationDate” and from time to time may change the Expiration Date to any earlier orlater day; provided that no such change shall be effective unless notice of theproposed new Expiration Date is given to the other party hereto in writing, andto each Holder of Securities of the relevant series in the manner set forth in Section 106,on or prior to the existing Expiration Date. If an Expiration Date is notdesignated with respect to any record date set pursuant to this Section, theparty hereto which set such record date shall be deemed to have initiallydesignated the 180th day after such record date as the Expiration Date withrespect thereto,

 

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subject to its right to change theExpiration Date as provided in this paragraph. Notwithstanding the foregoing,no Expiration Date shall be later than the 180th day after the applicablerecord date.

 

Without limiting the foregoing, a Holder entitled hereunder to take anyaction hereunder with regard to any particular Security may do so with regardto all or any part of the principal amount of such Security or by one or moreduly appointed agents each of which may do so pursuant to such appointment withregard to all or any part of such principal amount.

 

Section 105.  Notices, Etc., to Trusteeand Company.

 

Any request, demand, authorization, direction, notice, consent, waiveror Act of Holders or other document provided or permitted by this Indenture tobe made upon, given or furnished to, or filed with,

 

(1)  theTrustee by any Holder or by the Company shall be sufficient for every purposehereunder if made, given, furnished or filed in writing to or with the Trusteeat its Corporate Trust Office, Attention: Corporate Trust Administration, or

 

(2)  theCompany by the Trustee or by any Holder shall be sufficient for every purposehereunder (unless otherwise herein expressly provided) if in writing andmailed, first-class postage prepaid, to the Company addressed to it at theaddress of its principal office specified in the first paragraph of thisinstrument or at any other address previously furnished in writing to theTrustee by the Company.

 

Section 106.  Notice to Holders; Waiver.

 

Where this Indenture provides for notice to Holders of any event, suchnotice shall be sufficiently given (unless otherwise herein expressly provided)if in writing and mailed, to each Holder affected by such event, at his or her addressas it appears in the Security Register, not later than the latest date (ifany), and not earlier than the earliest date (if any), prescribed for thegiving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, norany defect in any notice so mailed, to any particular Holder shall affect thesufficiency of such notice with respect to other Holders.  Any notice when mailed to a Holder in theaforesaid manner shall be conclusively deemed to have been received by suchHolder whether or not actually received by such Holder.  Where this Indenture provides for notice inany manner, such notice may be waived in writing by the Person entitled toreceive such notice, either before or after the event, and such waiver shall bethe equivalent of such notice. Waivers of notice by Holders shall be filed withthe Trustee, but such filing shall not be a condition precedent to the validityof any action taken in reliance upon such waiver.

 

In case by reason of the suspension of regular mail service or byreason of any other cause it shall be impracticable to give such notice bymail, then such notification as shall be made with the approval of the Trusteeshall constitute a sufficient notification for every purpose hereunder.

 

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Section 107.  Conflict with TrustIndenture Act.

 

If any provision hereof limits, qualifies or conflicts with a provisionof the Trust Indenture Act which is required under such Act to be a part of andgovern this Indenture, the latter provision shall control. If any provision ofthis Indenture modifies or excludes any provision of the Trust Indenture Actwhich may be so modified or excluded, the latter provision shall be deemed toapply to this Indenture as so modified or to be excluded, as the case may be.

 

Section 108.  Effect of Headings andTable of Contents.

 

The Article and Section headings herein and the Table ofContents are for convenience only and shall not affect the construction hereof.

 

Section 109.  Successors and Assigns.

 

All covenants and agreements in this Indenture by the Company shallbind its successors and assigns, whether so expressed or not.

 

Section 110.  Separability Clause.

 

In case any provision in this Indenture or in the Securities shall beinvalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby.

 

Section 111.  Benefits of Indenture.

 

Nothing in this Indenture or in the Securities, express or implied,shall give to any Person, other than the parties hereto, their successors hereunder,the Holders, and the holders of any Senior Debt, any benefit or any legal orequitable right, remedy or claim under this Indenture.

 

Section 112.  Governing Law.

 

This Indenture and the Securities shall be governed by and construed inaccordance with the law of the State of New York.

 

Section 113.  Legal Holidays.

 

In any case where any Interest Payment Date, Redemption Date or StatedMaturity of any Security shall not be a Business Day at any Place of Payment,then (notwithstanding any other provision of this Indenture or of theSecurities (other than a provision of any Security which

 

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specifically states that such provision shall apply in lieu of thisSection)) payment of interest or principal (and premium, if any) need not bemade at such Place of Payment on such date, but may be made on the nextsucceeding Business Day at such Place of Payment with the same force and effectas if made on the Interest Payment Date or Redemption Date, or at the StatedMaturity, and no interest shall accrue with respect to such payment for theperiod from and after such Interest Payment Date, Redemption Date or StatedMaturity, as the case may be, to such next succeeding Business Day.

 

Section 114.  Certain Matters Relating toCurrencies.

 

Whenever any action or Act is to be taken hereunder by the Holders ofSecurities denominated in different currencies or currency units, then forpurposes of determining the principal amount of Securities held by suchHolders, the aggregate principal amount of the Securities denominated in aforeign currency or currency unit shall be deemed to be that amount of Dollarsthat could be obtained for such principal amount on the basis of a spotexchange rate specified to the Trustee for such series in an Officers’Certificate for exchanging such foreign currency or currency unit into Dollarsas of the date of the taking of such action or Act by the Holders of therequisite percentage in principal amount of the Securities.

 

The Trustee shall segregate moneys, funds and accounts held by theTrustee in one currency or currency unit from any moneys, funds or accountsheld in any other currencies or currency units, notwithstanding any provisionherein that would otherwise permit the Trustee to commingle such amounts.

 

Section 115. Immunity of Incorporators, Stockholders,Officers and Directors.

 

No recourse shall be had for the payment of the principal of (andpremium, if any), or the interest, if any, on any Securities of any series, orfor any claim based thereon, or upon any obligation, covenant or agreement ofthis Indenture, against any incorporator, stockholder, officer or director, assuch, past, present or future, of the Company or of any successor corporation,either directly or indirectly through the Company or any successor corporation,whether by virtue of any constitution, statute or rule of law or by theenforcement of any assessment of penalty or otherwise; it being expresslyagreed and understood that this Indenture and all the Securities of each seriesare solely corporate obligations, and that no personal liability whatever shallattach to, or is incurred by, any incorporator, stockholder, officer ordirector, past, present or future, of the Company or of any successor corporation,either directly or indirectly through the Company or any successor corporation,because of the incurring of the indebtedness hereby authorized or under or byreason of any of the obligations, covenants or agreements contained in thisIndenture or in any of the Securities of any series, or to be implied herefromor therefrom; and that all such personal liability is hereby expressly releasedand waived as a condition of, and as part of the consideration for, theexecution of this Indenture and the issuance of the Securities of each series.

 

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Section 116. Counterparts.

 

This Indenture may be executed in any number of counterparts, each ofwhich shall be an original; but such counterparts shall together constitute butone and the same instrument.

 

Section 117. Assignment toAffiliate.

 

The Company will have the right at all times to assign by indenturesupplemental hereto any of its rights or obligations under the Indenture to adirect, indirect, or wholly owned Affiliate of the Company; provided that, inthe event of any such assignment, the Company will remain liable for all suchobligations.

 

**ARTICLE TWO**

 

**Security Forms**

 

Section 201. Forms Generally.

 

The Securities of each series shall be in substantially the form setforth in this Article, or in such other form as shall be established by orpursuant to a Board Resolution or in one or more indentures supplementalhereto, in each case with such appropriate insertions, omissions, substitutionsand other variations as are required or permitted by this Indenture, and mayhave such letters, numbers or other marks of identification and such legends orendorsements placed thereon as may be required to comply with the rules of anysecurities exchange or Depositary therefor or as may, consistently herewith, bedetermined by the officers executing such Securities, as evidenced by theirexecution thereof. If the form of Securities of any series is established byaction taken pursuant to a Board Resolution, a copy of an appropriate record ofsuch action shall be certified by the Secretary or an Assistant Secretary ofthe Company and delivered to the Trustee at or prior to the delivery of theCompany Order contemplated by Section 303 for the authentication anddelivery of such Securities.

 

The definitive Securities shall be printed, lithographed or engraved onsteel engraved borders or may be produced in any other manner, all asdetermined by the officers executing such Securities, as evidenced by theirexecution of such Securities.

 

Section 202.  Form of Face of Security.

 

   [Insert any legend required by the Internal RevenueCode and the

regulations thereunder.]

 

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THE UNION LIGHT, HEAT AND POWER COMPANY

 

| No. |   | $               |
|-----|--------|---------------------------------------------------------------------------------------|

 

CUSIP NO.

 

The Union Light, Heat and Power Company, a corporation duly organizedand existing under the laws of the Commonwealth of Kentucky (herein called the “Company”,which term includes any successor Person under the Indenture hereinafter referredto), for value received, hereby promises to pay to                                 ,or registered assigns, the principal sum of                                  Dollars on                                  [if the Security is to bear interest prior to Maturity, insert:   ,and to pay interest thereon from              orfrom the most recent Interest Payment Date to which interest has been paid orduly provided for,                    on              and              in each year, commencing                ,at the rate of      % per annum, until the principalhereof is paid or made available for payment. The interest so payable, andpunctually paid or duly provided for, on any Interest Payment Date will, asprovided in such Indenture, be paid to the Person in whose name this Security(or one or more Predecessor Securities) is registered at the close of businesson the Regular Record Date for such interest, which shall be the          or        (whether or not a BusinessDay), as the case may be, next preceding such Interest Payment Date. Any suchinterest not so punctually paid or duly provided for will forthwith cease to bepayable to the Holder on such Regular Record Date and may either be paid to thePerson in whose name this Security (or one or more Predecessor Securities) isregistered at the close of business on a Special Record Date for the payment ofsuch Defaulted Interest to be fixed by the Trustee, notice whereof shall begiven to Holders of Securities of this series not less than 10 days prior tosuch Special Record Date, or be paid at any time in any other lawful manner notinconsistent with the requirements of any securities exchange on which theSecurities of this series may be listed, and upon such notice as may berequired by such exchange, all as more fully provided in said Indenture].

 

[If the Security is not to bear interest prior to Maturity,insert:  The principal of this Securityshall not bear interest except in the case of a default in payment of principalupon acceleration, upon redemption or at Stated Maturity and in such case theoverdue principal and any overdue premium shall bear interest at the rate of     %per annum (to the extent that the payment of such interest shall be legallyenforceable), from the dates such amounts are due until they are paid or madeavailable for payment. Interest on any overdue principal or premium shall bepayable on demand. Any such interest on overdue principal or premium which isnot paid on demand shall bear interest at the rate of      %per annum (to the extent that the payment of such interest on interest shall belegally enforceable), from the date of such demand until the amount so demandedis paid or made available for payment. Interest on any overdue interest shallbe payable on demand.]

 

Payment of the principal of (and premium, if any) and [if applicable,insert: any such] interest on this Security will be made at the office oragency of the Company maintained for that purpose in            ,in such coin or currency of the United States of America as at the time ofpayment is legal tender for payment of public and private debts [if applicable,insert:  ;provided,

 

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however, that at the option of the Companypayment of interest may be made by check mailed to the address of the Personentitled thereto as such address shall appear in the Security Register].

 

Any payment on this Security due on any day which is not a Business Dayin the City of New York need not be made on such day, but may be made on thenext succeeding Business Day with the same force and effect as if made on thedue date and no interest shall accrue for the period from and after such date.

 

Reference is hereby made to the further provisions of this Security setforth on the reverse hereof, [if subordinated, insert:  including, without limitation, provisionssubordinating the payment of the principal hereof and any premium and interesthereon to the payment in full of all Senior Debt as defined in the Indenture]which such further provisions shall for all purposes have the same effect as ifset forth at this place.

 

Unless the certificate of authentication hereon has been executed bythe Trustee referred to on the reverse hereof by manual signature, thisSecurity shall not be entitled to any benefit under the Indenture or be validor obligatory for any purpose.

 

In Witness Whereof, the Company has caused this instrument to be dulyexecuted.

 
|   | THE UNION LIGHT, HEAT AND POWER  COMPANY |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By                                       |   |   |

 

Section 203.  Form of Reverse ofSecurity.

 

This Security is one of a duly authorized issue of securities of theCompany (herein called the “Securities”), issued and to be issued in one ormore series under an Indenture, dated as of          ,2004 (herein called the “Indenture”, which term shall have the meaning assignedto it in such instrument), between the Company and Deutsche Bank Trust CompanyAmericas, as Trustee (herein called the “Trustee”, which term includes anysuccessor trustee under the Indenture), and reference is hereby made to theIndenture for a statement of the respective rights, limitations of rights,duties and immunities thereunder of the Company, the Trustee and the Holders ofthe Securities and of the terms upon which the Securities are, and are to be,authenticated and delivered. This Security is one of the series designated onthe face hereof [if applicable, insert:   ,limited in aggregate principal amount to $         ].

 

[If applicable, insert:   TheSecurities of this series are subject to redemption upon not less than 30 days’notice by mail, [if applicable, insert:  (1) on              inany year commencing with the year           andending with the year        throughoperation of the sinking fund for this series at a Redemption Price equal to100% of the principal amount, and (2)] at any time [if applicable, insert:   on or after        ,    ],as a whole or in part, at the election of the Company, at the followingRedemption Prices (expressed as percentages of the principal amount): Ifredeemed [if applicable,

 

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insert: on or before                  ,   %, and if redeemed] during the 12-month period beginning                 ofthe years indicated,

 
| ** ** | ** ** | **Redemption** | ** ** | ** ** | ** ** | **Redemption** | ** ** |
|------------|------------|----------------|------------|------------|------------|----------------|------------|
| **Year**   | ** ** | **Price**      | ** ** | **Year**   | ** ** | **Price**      | ** ** |
|       |       |           |       |       |       |           |       |
|       |       |           |       |       |       |           |       |
|       |       |           |       |       |       |           |       |
|       |       |           |       |       |       |           |       |

 

and thereafter at a Redemption Price equal to       %of the principal amount, together in the case of any such redemption [ifapplicable, insert:  (whether throughoperation of the sinking fund or otherwise)] with accrued interest to theRedemption Date, but interest installments whose Stated Maturity is on or priorto such Redemption Date will be payable to the Holders of such Securities, orone or more Predecessor Securities, of record at the close of business on therelevant Record Dates referred to on the face hereof, all as provided in theIndenture.]

 

[If applicable, insert:   TheSecurities of this series are subject to redemption upon not less than 30 days’notice by mail, (1) on           inany year commencing with the year      and ending with theyear     through operation of the sinking fund for this seriesat the Redemption Prices for redemption through operation of the sinking fund(expressed as percentages of the principal amount) set forth in the tablebelow, and (2) at any time [if applicable, insert:   on or after         ],as a whole or in part, at the election of the Company, at the Redemption Pricesfor redemption otherwise than through operation of the sinking fund (expressedas percentages of the principal amount) set forth in the table below: Ifredeemed during the 12-month period beginning                  ofthe years indicated,

 
| **Year** | ** ** | **Redemption Price For Redemption  Through Operation of the Sinking  Fund** | ** ** | **Redemption Price For  Redemption Otherwise Than  Through Operation of the  Sinking Fund** | ** ** |
|----------|------------|-----------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|
|     |       |                                                                        |       |                                                                                        |       |
|     |       |                                                                        |       |                                                                                        |       |
|     |       |                                                                        |       |                                                                                        |       |
|     |       |                                                                        |       |                                                                                        |       |

 

and thereafter at a Redemption Price equal to      %of the principal amount, together in the case of any such redemption (whetherthrough operation of the sinking fund or otherwise) with accrued interest tothe Redemption Date, but interest installments whose Stated Maturity is on orprior to such Redemption Date will be payable to the Holders of suchSecurities, or one or more Predecessor Securities, of record at the close ofbusiness on the relevant Record Dates referred to on the face hereof, all asprovided in the Indenture.]

 

[If applicable, insert:  Notwithstanding the foregoing, the Company may not, prior to              ,redeem any Securities of this series as contemplated by [if applicable,insert:   Clause (2) of] the precedingparagraph as a part of, or in anticipation of, any refunding operation by theapplication, directly or indirectly, of moneys borrowed having an interest costto the Company (calculated in accordance with generally accepted financialpractice) of less than      % per annum.]

 

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[If applicable, insert:   Thesinking fund for this series provides for the redemption on              ineach year beginning with the year          andending with the year        of [ifapplicable, insert:   not less than $          (“mandatorysinking fund”) and not more than] $             aggregateprincipal amount of Securities of this series. Securities of this seriesacquired or redeemed by the Company otherwise than through [if applicable,insert:   mandatory] sinking fundpayments may be credited against subsequent [if applicable, insert:   mandatory] sinking fund payments otherwiserequired to be made [if applicable, insert:   ,in the inverse order in which they become due].]

 

[If the Security is subject to redemption of any kind, insert:   In the event of redemption of this Securityin part only, a new Security or Securities of this series and of like tenor forthe unredeemed portion hereof will be issued in the name of the Holder hereofupon the cancellation hereof.]

 

[If subordinated, insert: The indebtedness evidenced by the Securitiesof this series is, to the extent and in the manner provided in the Indenture,expressly subordinate and subject in right of payment to the prior payment infull of all Senior Debt of the Company (as defined in the Indenture) whetheroutstanding at the date of the Indenture or thereafter incurred, and thisSecurity is issued subject to the provisions of the Indenture with respect tosuch subordination.  Each holder andowner of this Security, by accepting the same, agrees to and shall be bound bysuch provisions and authorizes the Trustee in his or her behalf to take suchaction as may be necessary or appropriate to effectuate the subordination soprovided and appoints the Trustee his or her attorney-in-fact for suchpurpose.]

 

[If applicable, insert:   TheIndenture contains provisions for defeasance at any time of [the entire indebtednessof this Security] [or] [certain restrictive covenants and Events of Defaultwith respect to this Security] [, in each case] upon compliance with certainconditions set forth in the Indenture.]

 

[If the Security is not an Original Issue Discount Security,insert:   If an Event of Default withrespect to Securities of this series shall occur and be continuing, theprincipal of the Securities of this series may be declared due and payable inthe manner and with the effect provided in the Indenture.]

 

[If the Security is an Original Issue Discount Security, insert:   If an Event of Default with respect toSecurities of this series shall occur and be continuing, an amount of principalof the Securities of this series may be declared due and payable in the mannerand with the effect provided in the Indenture. Such amount shall be equal toinsert:  formula for determining theamount. Upon payment (i) of the amount of principal so declared due and payableand (ii) of interest on any overdue principal, premium and interest (in eachcase to the extent that the payment of such interest shall be legallyenforceable), all of the Company’s obligations in respect of the payment of theprincipal of and premium and interest, if any, on the Securities of this seriesshall terminate.]

 

The Indenture permits, with certain exceptions as therein provided, theamendment thereof and the modification of the rights and obligations of theCompany and the rights of the Holders of the Securities of each series to beaffected under the Indenture at any time by the Company and the Trustee withthe consent of the Holders of a majority in principal amount of the Securitiesat the

 

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time Outstanding of each series to beaffected. The Indenture also contains provisions permitting the Holders of amajority in principal amount of the Securities of each series at the timeOutstanding, on behalf of the Holders of all Securities of such series, towaive compliance by the Company with certain provisions of the Indenture andcertain past defaults under the Indenture and their consequences. Any suchconsent or waiver by the Holder of this Security shall be conclusive andbinding upon such Holder and upon all future Holders of this Security and ofany Security issued upon the registration of transfer hereof or in exchangeherefor or in lieu hereof, whether or not notation of such consent or waiver ismade upon this Security.

 

As provided in and subject to the provisions of the Indenture, theHolder of this Security shall not have the right to institute any proceedingwith respect to the Indenture or for the appointment of a receiver or trusteeor for any other remedy thereunder, unless such Holder shall have previouslygiven the Trustee written notice of a continuing Event of Default with respectto the Securities of this series, the Holders of not less than 35% in principalamount of the Securities of this series at the time Outstanding shall have madewritten request to the Trustee to institute proceedings in respect of suchEvent of Default as Trustee and offered the Trustee indemnity reasonablysatisfactory to the Trustee, and the Trustee shall not have received from theHolders of a majority in principal amount of Securities of this series at thetime Outstanding a direction inconsistent with such request, and shall havefailed to institute any such proceeding, for 60 days after receipt of suchnotice, request and offer of indemnity. The foregoing shall not apply to anysuit instituted by the Holder of this Security for the enforcement of anypayment of principal hereof or any premium or interest hereon on or after therespective due dates expressed herein.

 

No reference herein to the Indenture and no provision of this Securityor of the Indenture shall alter or impair the obligation of the Company, whichis absolute and unconditional, to pay the principal of and any premium andinterest on this Security at the times, place and rate, and in the coin orcurrency, herein prescribed.

 

As provided in the Indenture and subject to certain limitations thereinset forth, the transfer of this Security is registrable in the SecurityRegister, upon surrender of this Security for registration of transfer at theoffice or agency of the Company in any place where the principal of and anypremium and interest on this Security are payable, duly endorsed by, oraccompanied by a written instrument of transfer in form satisfactory to theCompany and the Security Registrar duly executed by, the Holder hereof or his orher attorney duly authorized in writing, and thereupon one or more newSecurities of this series and of like tenor, of authorized denominations andfor the same aggregate principal amount, will be issued to the designatedtransferee or transferees.

 

The Securities of this series are issuable only in registered formwithout coupons in denominations of $         and any integral multiple thereof. As provided in the Indenture and subject tocertain limitations therein set forth, Securities of this series are exchangeablefor a like aggregate principal amount of Securities of this series and of liketenor of a different authorized denomination, as requested by the Holdersurrendering the same.

 

No service charge shall be made for any such registration of transferor exchange, but the Company may require payment of a sum sufficient to coverany tax or other governmental charge payable in connection therewith.

 

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Prior to due presentment of this Security for registration of transfer,the Company, the Trustee and any agent of the Company or the Trustee may treatthe Person in whose name this Security is registered as the owner hereof forall purposes, whether or not this Security be overdue, and neither the Company,the Trustee nor any such agent shall be affected by notice to the contrary.

 

All terms used in this Security which are defined in the Indentureshall have the meanings assigned to them in the Indenture.

 

Section 204.  Form of Legend for GlobalSecurities.

 

Unless otherwise specified as contemplated by Section 301 for theSecurities evidenced thereby, every Global Security authenticated and deliveredhereunder shall bear a legend in substantially the following form (or suchother form as a securities exchange or Depositary may request or require):

 

This Security is a Global Security within the meaning of the Indenturehereinafter referred to and is registered in the name of a Depositary or anominee thereof. This Security may not be exchanged in whole or in part for aSecurity registered, and no transfer of this Security in whole or in part maybe registered, in the name of any Person other than such Depositary or anominee thereof, except in the limited circumstances described in theIndenture.

 

Section 205.  Form of Trustee’s Certificate ofAuthentication.

 

The Trustee’s certificates of authentication shall be in substantiallythe following form:

 

This is one of the Securities of the series designated therein referredto in the within-mentioned Indenture.

 
|   | DEUTSCHE BANK TRUST COMPANY |
|--------|-----------------------------|
|   | AMERICAS,                   |
|   | As Trustee                  |
|   |                        |
|   |                        |
|   | By                          |   |
|   |                        | Authorized Signatory |

 

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**ARTICLE THREE**

 

**The Securities**

 

Section 301.  Amount Unlimited; Issuablein Series.

 

The aggregate principal amount of Securities which may be authenticatedand delivered under this Indenture is unlimited.

 

The Securities may be issued in one or more series. There shall beestablished in or pursuant to a Board Resolution and, subject to Section 303,set forth, or determined in the manner provided, in an Officers’ Certificate,or established in one or more indentures supplemental hereto, prior to theissuance of Securities of any series:

 

(1)  the title of the Securities of the series (which shalldistinguish the Securities of the series from Securities of any other series);

 

(2)  anylimit upon the aggregate principal amount of the Securities of the series whichmay be authenticated and delivered under this Indenture (except for Securitiesauthenticated and delivered upon registration of transfer of, or in exchangefor, or in lieu of, other Securities of the series pursuant to Section 304,305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,are deemed never to have been authenticated and delivered hereunder);

 

(3)  thePerson to whom any interest on a Security of the series shall be payable, ifother than the Person in whose name that Security (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Datefor such interest;

 

(4)  the date or dates on which the principal of any Securitiesof the series is payable;

 

(5)  therate or rates at which any Securities of the series shall bear interest, ifany, the date or dates from which any such interest shall accrue, the InterestPayment Dates on which any such interest shall be payable, the manner ofdetermination of such Interest Payment Dates and the Regular Record Date forany such interest payable on any Interest Payment Date;

 

(6)  the right, if any, to extend the interest payment periodsand the duration of such extension;

 

(7)  the place or places where the principal of and any premiumand interest on any Securities of the series shall be payable;

 

(8)  theperiod or periods within which, the price or prices at which and the terms andconditions upon which any Securities of the series may be redeemed, in whole orin part, at

 

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the option of theCompany and, if other than by a Board Resolution, the manner in which anyelection by the Company to redeem the Securities shall be evidenced;

 

(9)  theobligation, if any, of the Company to redeem or purchase any Securities of theseries pursuant to any sinking fund or analogous provisions or at the option ofthe Holder thereof and the period or periods within which, the price or pricesat which and the terms and conditions upon which any Securities of the seriesshall be redeemed or purchased, in whole or in part, pursuant to suchobligation;

 

(10)  the denominations in which any Securities of the seriesshall be issuable;

 

(11)  if the amount of principal of or any premium or interest onany Securities of the series may be determined with reference to an index orpursuant to a formula, the manner in which such amounts shall be determined;

 

(12)  ifother than the currency of the United States of America, the currency,currencies or currency units in which the principal of or any premium orinterest on any Securities of the series shall be payable and the manner ofdetermining the equivalent thereof in the currency of the United States ofAmerica for any purpose, including for purposes of the definition of “Outstanding”in Section 101;

 

(13)  ifthe principal of or any premium or interest on any Securities of the series isto be payable, at the election of the Company or the Holder thereof, in one ormore currencies or currency units other than that or those in which suchSecurities are stated to be payable, the currency, currencies or currency unitsin which the principal of or any premium or interest on such Securities as towhich such election is made shall be payable, the periods within which and theterms and conditions upon which such election is to be made and the amount sopayable (or the manner in which such amount shall be determined);

 

(14)  if other than the entire principal amount thereof, theportion of the principal amount of any Securities of the series which shall bepayable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

 

(15)  ifthe principal amount payable at the Stated Maturity of any Securities of theseries will not be determinable as of any one or more dates prior to the StatedMaturity, the amount which shall be deemed to be the principal amount of suchSecurities as of any such date for any purpose thereunder or hereunder,including the principal amount thereof which shall be due and payable upon anyMaturity other than the Stated Maturity or which shall be deemed to beOutstanding as of any date prior to the Stated Maturity (or, in any such case,the manner in which such amount deemed to be the principal amount shall bedetermined);

 

(16)  ifapplicable, that the Securities of the series, in whole or any specified part,shall be defeasible pursuant to Section 1302 or Section 1303 or bothsuch Sections;

 

(17)  ifapplicable, that any Securities of the series shall be issuable in whole or inpart in the form of one or more Global Securities and, in such case, therespective Depositaries for

 

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such Global Securities, the form of any legend or legends which shallbe borne by any such Global Security in addition to or in lieu of that setforth in Section 204 and any circumstances in addition to or in lieu ofthose set forth in Clause (2) of the last paragraph of Section 305 inwhich any such Global Security may be exchanged in whole or in part forSecurities registered, and any transfer of such Global Security in whole or inpart may be registered, in the name or names of Persons other than theDepositary for such Global Security or a nominee thereof;

 

(18)  anyaddition to or change in the Events of Default which applies to any Securitiesof the series and any change in the right of the Trustee or the requisite Holdersof such Securities to declare the principal amount thereof due and payablepursuant to Section 502;

 

(19)  anyaddition to or change in the covenants set forth in Article Ten whichapplies to Securities of the series;

 

(20)  the applicability of, or any addition to or change in, Article Fourteenwith respect to the Securities of a series;

 

(21)  any other terms of the series (which terms shall not beinconsistent with the provisions of this Indenture.

 

All Securities of any one series shall be substantially identicalexcept as to date and principal amount and except as may otherwise be providedin or pursuant to the Board Resolution referred to above and (subject to Section 303)set forth, or determined in the manner provided, in the Officers’ Certificatereferred to above or in any such indenture supplemental hereto.

 

If any of the terms of the series are established by action takenpursuant to a Board Resolution, a copy of an appropriate record of such actionshall be certified by the Secretary or an Assistant Secretary of the Companyand delivered to the Trustee at or prior to the delivery of the Officers’Certificate setting forth the terms of the series.

 

Section 302. Denominations.

 

The Securities of each series shall be issuable only in registered formwithout coupons and only in such denominations as shall be specified ascontemplated by Section 301. In the absence of any such specifieddenomination with respect to the Securities of any series, the Securities ofsuch series shall be issuable in denominations of $1,000 and any integralmultiple thereof.

 

Section 303.  Execution, Authentication,Delivery and Dating.

 

The Securities shall be executed on behalf of the Company by itsChairman of the Board, its Vice Chairman, its President, one of its VicePresidents, or its Treasurer. The signature of any ofthese officers on the Securities may be manual or facsimile.

 

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Securities bearing the manual or facsimile signatures of individualswho were at any time the proper officers of the Company shall bind the Company,notwithstanding that such individuals or any of themhave ceased to hold such offices prior to the authentication and delivery ofsuch Securities or did not hold such offices at the date of such Securities.

 

At any time and from time to time after the execution and delivery ofthis Indenture, the Company may deliver Securities of any series executed bythe Company to the Trustee for authentication, together with a Company Orderfor the authentication and delivery of such Securities, and the Trustee inaccordance with the Company Order shall authenticate and deliver suchSecurities. If the form or terms of the Securities of the series have beenestablished by or pursuant to a Board Resolution as permitted by Sections 201and 301, in authenticating such Securities, and accepting the additionalresponsibilities under this Indenture in relation to such Securities, theTrustee shall be entitled to receive, and (subject to Section 601) shallbe fully protected in relying upon, an Opinion of Counsel stating,

 

(1)  if the form of such Securities has been established by orpursuant to Board Resolution as permitted by Section 201, that such formhas been established in conformity with the provisions of this Indenture;

 

(2)  ifthe terms of such Securities have been established by or pursuant to BoardResolution as permitted by Section 301, that such terms have beenestablished in conformity with the provisions of this Indenture;  and

 

(3)  thatsuch Securities, when authenticated and delivered by the Trustee and issued bythe Company in the manner and subject to any conditions specified in suchOpinion of Counsel, will constitute valid and legally binding obligations ofthe Company enforceable in accordance with their terms, subject to bankruptcy,insolvency, fraudulent transfer, reorganization, moratorium and similar laws ofgeneral applicability relating to or affecting creditors’ rights to generalequity principles and to such other matters as such counsel shall set forththerein.

 

If such form or terms have been so established, the Trustee shall notbe required to authenticate such Securities if the issue of such Securitiespursuant to this Indenture will affect the Trustee’s own rights, duties orimmunities under the Securities and this Indenture or otherwise in a mannerwhich is not reasonably acceptable to the Trustee.

 

Notwithstanding the provisions of Section 301 and of the precedingparagraph, if all Securities of a series are not to be originally issued at onetime, it shall not be necessary to deliver the Officers’ Certificate otherwiserequired pursuant to Section 301 or the Company Order and Opinion ofCounsel otherwise required pursuant to such preceding paragraph at or prior tothe authentication of each Security of such series if such documents (withappropriate variations to reflect such future issuance) are delivered at orprior to the authentication upon original issuance of the first Security ofsuch series to be issued.

 

Each Security shall be dated the date of its authentication.

 

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No Security shall be entitled to any benefit under this Indenture or bevalid or obligatory for any purpose unless there appears on such Security acertificate of authentication substantially in the form provided for hereinexecuted by the Trustee by manual signature, and such certificate upon anySecurity shall be conclusive evidence, and the only evidence, that suchSecurity has been duly authenticated and delivered hereunder. Notwithstandingthe foregoing, if any Security shall have been authenticated and deliveredhereunder but never issued and sold by the Company, and the Company shalldeliver such Security to the Trustee for cancellation as provided in Section 309,for all purposes of this Indenture such Security shall be deemed never to havebeen authenticated and delivered hereunder and shall never be entitled to thebenefits of this Indenture.

 

Section 304.  Temporary Securities.

 

Pending the preparation of definitive Securities of any series, theCompany may execute, and upon Company Order the Trustee shall authenticate anddeliver, temporary Securities which are printed, lithographed, typewritten,mimeographed or otherwise produced, in any authorized denomination,substantially of the tenor of the definitive Securities in lieu of which theyare issued and with such appropriate insertions, omissions, substitutions andother variations as the officers executing such Securities may determine, asevidenced by their execution of such Securities.

 

If temporary Securities of any series are issued, the Company willcause definitive Securities of that series to be prepared without unreasonabledelay. After the preparation of definitive Securities of such series, the temporarySecurities of such series shall be exchangeable for definitive Securities ofsuch series upon surrender of the temporary Securities of such series at theoffice or agency of the Company in a Place of Payment for that series, withoutcharge to the Holder. Upon surrender for cancellation of any one or moretemporary Securities of any series, the Company shall execute and the Trusteeshall authenticate and deliver in exchange therefor one or more definitiveSecurities of the same series, of any authorized denominations and of liketenor and aggregate principal amount. Until so exchanged, the temporarySecurities of any series shall in all respects be entitled to the same benefitsunder this Indenture as definitive Securities of such series and tenor.

 

Section 305. Registration, Registration of Transfer andExchange.

 

The Company shall cause to be kept at the Corporate Trust Office of theTrustee a register (the register maintained in such office and in any otheroffice or agency of the Company in a Place of Payment being herein sometimescollectively referred to as the “Security Register”) in which, subject to suchreasonable regulations as it may prescribe, the Company shall provide for theregistration of Securities and of transfers of Securities. The Trustee ishereby appointed “Security Registrar” for the purpose of registering Securitiesand transfers of Securities as herein provided.

 

Upon surrender for registration of transfer of any Security of a seriesat the office or agency of the Company in a Place of Payment for that series,the Company shall execute, and the Trustee shall authenticate and deliver, inthe name of the designated transferee or transferees, one or more

 

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new Securities of the same series, of anyauthorized denominations and of like tenor and aggregate principal amount.

 

At the option of the Holder, Securities of any series may be exchangedfor other Securities of the same series, of any authorized denominations and oflike tenor and aggregate principal amount, upon surrender of the Securities tobe exchanged at such office or agency. Whenever any Securities are sosurrendered for exchange, the Company shall execute, and the Trustee shallauthenticate and deliver, the Securities which the Holder making the exchangeis entitled to receive.

 

All Securities issued upon any registration of transfer or exchange ofSecurities shall be the valid obligations of the Company, evidencing the samedebt, and entitled to the same benefits under this Indenture, as the Securitiessurrendered upon such registration of transfer or exchange.

 

Every Security presented or surrendered for registration of transfer orfor exchange shall (if so required by the Company or the Trustee) be dulyendorsed, or be accompanied by a written instrument of transfer in formsatisfactory to the Company and the Security Registrar duly executed, by theHolder thereof or his or her attorney duly authorized in writing.

 

No service charge shall be made for any registration of transfer orexchange of Securities, but the Company may require payment of a sum sufficientto cover any tax or other governmental charge that may be imposed in connectionwith any registration of transfer or exchange of Securities, other thanexchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

 

If the Securities of any series (or of any series and specified tenor)are to be redeemed in part, the Company shall not be required (A) to issue,register the transfer of or exchange any Securities of that series (or of thatseries and specified tenor, as the case may be) during a period beginning atthe opening of business 15 days before the day of the mailing of a notice ofredemption of any such Securities selected for redemption under Section 1103and ending at the close of business on the day of such mailing, or (B) toregister the transfer of or exchange any Security so selected for redemption inwhole or in part, except the unredeemed portion of any Security being redeemedin part.

 

The provisions of Clauses (1), (2), (3) and (4) below shall apply onlyto Global Securities:

 

(1)  EachGlobal Security authenticated under this Indenture shall be registered in thename of the Depositary designated for such Global Security or a nominee thereofand delivered to such Depositary or nominee thereof or custodian therefor, andeach such Global Security shall constitute a single Security for all purposesof this Indenture.

 

(2)  Notwithstandingany other provision in this Indenture, no Global Security may be exchanged inwhole or in part for Securities registered, and no transfer of a GlobalSecurity in whole or in part may be registered, in the name of any Person otherthan the Depositary for such Global Security or a nominee thereof unless (A)such Depositary (i) has notified the Company that it is unwilling or unable tocontinue as Depositary for such Global Security or (ii) has ceased to be aclearing agency registered under the Exchange Act, (B) there shall haveoccurred and be continuing an Event of Default with respect to such Global

 

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Security or (C) there shall exist suchcircumstances, if any, in addition to or in lieu of the foregoing as have beenspecified for this purpose as contemplated by Section 301.

 

(3)  Subjectto Clause (2) above, any exchange of a Global Security for other Securities maybe made in whole or in part, and all Securities issued in exchange for a GlobalSecurity or any portion thereof shall be registered in such names as theDepositary for such Global Security shall direct.

 

(4)  EverySecurity authenticated and delivered upon registration of transfer of, or inexchange for or in lieu of, a Global Security or any portion thereof, whetherpursuant to this Section, Section 304, 306, 906 or 1107 or otherwise,shall be authenticated and delivered in the form of, and shall be, a GlobalSecurity, unless such Security is registered in the name of a Person other thanthe Depositary for such Global Security or a nominee thereof.

 

Section 306.  Mutilated, Destroyed, Lost and StolenSecurities.

 

If any mutilated Security is surrendered to the Trustee, the Companyshall execute and the Trustee shall authenticate and deliver in exchangetherefor a new Security of the same series and of like tenor and principalamount and bearing a number not contemporaneously outstanding.

 

If there shall be delivered to the Company and the Trustee (i) evidenceto their satisfaction of the destruction, loss or theft of any Security and(ii) such security or indemnity as may be required by them to save each of themand any agent of either of them harmless, then, in the absence of notice to theCompany or the Trustee that such Security has been acquired by a bona fidepurchaser, the Company shall execute and the Trustee shall authenticate anddeliver, in lieu of any such destroyed, lost or stolen Security, a new Securityof the same series and of like tenor and principal amount and bearing a numbernot contemporaneously outstanding.

 

In case any such mutilated, destroyed, lost or stolen Security hasbecome or is about to become due and payable, the Company in its discretionmay, instead of issuing a new Security, pay such Security.

 

Upon the issuance of any new Security under this Section, the Companymay require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Trustee) connected therewith.

 

Every new Security of any series issued pursuant to this Section inlieu of any destroyed, lost or stolen Security shall constitute an originaladditional contractual obligation of the Company, whether or not the destroyed,lost or stolen Security shall be at any time enforceable by anyone, and shallbe entitled to all the benefits of this Indenture equally and proportionatelywith any and all other Securities of that series duly issued hereunder.

 

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The provisions of this Section are exclusive and shall preclude(to the extent lawful) all other rights and remedies with respect to thereplacement or payment of mutilated, destroyed, lost or stolen Securities.

 

Section 307.  Payment of Interest;Interest Rights Preserved.

 

Except as otherwise provided as contemplated by Section 301 withrespect to any series of Securities, interest on any Security which is payable,and is punctually paid or duly provided for, on any Interest Payment Date shallbe paid to the Person in whose name that Security (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Datefor such interest.

 

Any interest on any Security of any series which is payable, but is notpunctually paid or duly provided for, on any Interest Payment Date (hereincalled “Defaulted Interest”) shall forthwith cease to be payable to the Holderon the relevant Regular Record Date by virtue of having been such Holder, andsuch Defaulted Interest may be paid by the Company, at its election in eachcase, as provided in Clause (1) or (2) below:

 

(1)  TheCompany may elect to make payment of any Defaulted Interest to the Persons inwhose names the Securities of such series (or their respective PredecessorSecurities) are registered at the close of business on a Special Record Datefor the payment of such Defaulted Interest, which shall be fixed in thefollowing manner. The Company shall notify the Trustee in writing of the amountof Defaulted Interest proposed to be paid on each Security of such series andthe date of the proposed payment, and at the same time the Company shalldeposit with the Trustee an amount of money equal to the aggregate amountproposed to be paid in respect of such Defaulted Interest or shall makearrangements satisfactory to the Trustee for such deposit prior to the date ofthe proposed payment, such money when deposited to be held in trust for thebenefit of the Persons entitled to such Defaulted Interest as in this Clauseprovided. Thereupon the Trustee shall fix a Special Record Date for the paymentof such Defaulted Interest which shall be not more than 15 days and not lessthan 10 days prior to the date of the proposed payment and not less than 10days after the receipt by the Trustee of the notice of the proposed payment.The Trustee shall promptly notify the Company of such Special Record Date and,in the name and at the expense of the Company, shall cause notice of theproposed payment of such Defaulted Interest and the Special Record Datetherefor to be given to each Holder of Securities of such series in the mannerset forth in Section 106, not less than 10 days prior to such SpecialRecord Date.  Notice of the proposedpayment of such Defaulted Interest and the Special Record Date therefor havingbeen so mailed, such Defaulted Interest shall be paid to the Persons in whosenames the Securities of such series (or their respective PredecessorSecurities) are registered at the close of business on such Special Record Dateand shall no longer be payable pursuant to the following Clause (2).

 

(2)  TheCompany may make payment of any Defaulted Interest on the Securities of anyseries in any other lawful manner not inconsistent with the requirements of anysecurities exchange on which such Securities may be listed, and upon suchnotice as may be required

 

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by such exchange,if, after notice given by the Company to the Trustee of the proposed paymentpursuant to this Clause, such manner of payment shall be deemed practicable bythe Trustee.

 

Subject to the foregoing provisions of this Section, each Securitydelivered under this Indenture upon registration of transfer of or in exchangefor or in lieu of any other Security shall carry the rights to interest accruedand unpaid, and to accrue, which were carried by such other Security.

 

Section 308. Persons Deemed Owners.

 

Prior to due presentment of a Security for registration of transfer,the Company, the Trustee and any agent of the Company or the Trustee may treatthe Person in whose name such Security is registered as the owner of suchSecurity for the purpose of receiving payment of principal of and any premiumand (subject to Section 307) any interest on such Security and for allother purposes whatsoever, whether or not such Security be overdue, and neitherthe Company, the Trustee nor any agent of the Company or the Trustee shall beaffected by notice to the contrary.

 

None of the Company, the Trustee, any Paying Agent (if not the Company)or the Security Registrar shall have any responsibility or liability for anyaspect of the records relating to or payments made on account of beneficialownership interests of a Global Security or for maintaining, supervising orreviewing any records relating to such beneficial ownership interests.

 

Section 309. Cancellation.

 

All Securities surrendered for payment, redemption, registration oftransfer or exchange or for credit against any sinking fund payment shall, ifsurrendered to any Person other than the Trustee, be delivered to the Trusteeand shall be promptly cancelled by it. The Company may at any time deliver tothe Trustee for cancellation any Securities previously authenticated anddelivered hereunder which the Company may have acquired in any mannerwhatsoever, and may deliver to the Trustee (or to any other Person for deliveryto the Trustee) for cancellation any Securities previously authenticatedhereunder which the Company has not issued and sold, and all Securities sodelivered shall be promptly cancelled by the Trustee. No Securities shall be authenticatedin lieu of or in exchange for any Securities cancelled as provided in thisSection, except as expressly permitted by this Indenture. All cancelledSecurities held by the Trustee shall be disposed of as directed by a CompanyOrder; provided, however, that the Trustee shall not be required to destroysuch cancelled Securities.

 

Section 310.  Computation of Interest.

 

Except as otherwise specified as contemplated by Section 301 forSecurities of any series, interest on the Securities of each series shall becomputed on the basis of a 360-day year of twelve 30-day months.

 

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Section 311. CUSIP Numbers.

 

The Company in issuing the Securities may use “CUSIP” numbers (if thengenerally in use), and, if so, the Trustee may use “CUSIP” numbers in noticesof redemption as a convenience to Holders; provided that any such notice maystate that no representation is made as to the correctness of such numberseither as printed on the Securities or as contained in any notice of aredemption and that reliance may be placed only on the other identificationnumbers printed on the Securities, and any such redemption shall not beaffected by any defect in or omission of such numbers.

 

**ARTICLE FOUR**

 

**Satisfaction and Discharge**

 

Section 401. Satisfaction and Discharge of Indenture.

 

This Indenture shall upon Company Request cease to be of further effect(except as to any surviving rights of registration of transfer or exchange ofSecurities herein expressly provided for), and the Trustee, at the expense ofthe Company, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture, when

 

(1)  either

 

(A)                 all Securitiestheretofore authenticated and delivered (other than (i) Securities which havebeen destroyed, lost or stolen and which have been replaced or paid as providedin Section 306 and (ii) Securities for whose payment money has theretoforebeen deposited in trust or segregated and held in trust by the Company andthereafter repaid to the Company or discharged from such trust, as provided in Section 1003)have been delivered to the Trustee for cancellation; or

 

(B)                   all such Securities not theretofore delivered to the Trusteefor cancellation

 

(i)                   have become due and payable, or

 

(ii)                willbecome due and payable at their Stated Maturity within one year, or

 

(iii)             areto be called for redemption within one year under arrangements satisfactory tothe Trustee for the giving of notice of redemption by the Trustee in the name,and at the expense, of the Company,

 

and the Company, in the case of (i), (ii) or (iii) above, has depositedor caused to be deposited with the Trustee as trust funds in trust for thepurpose, money in an amount sufficient to pay and discharge the entireindebtedness on such Securities not theretofore delivered to the Trustee forcancellation, for principal and any premium and interest to the

 

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date of suchdeposit (in the case of Securities which have become due and payable) or to theStated Maturity or Redemption Date, as the case may be;

 

(2)  the Company has paid or caused to be paid all other sumspayable hereunder by the Company; and

 

(3)  the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that all conditionsprecedent herein provided for relating to the satisfaction and discharge ofthis Indenture have been complied with.

 

Notwithstanding the satisfaction and discharge of this Indenture, theobligations of the Company to the Trustee under Section 607, theobligations of the Company to any Authenticating Agent under Section 614and, if money shall have been deposited with the Trustee pursuant to subclause(B) of Clause (1) of this Section, the obligations of the Trustee under Section 402and the last paragraph of Section 1003 shall survive.

 

Section 402. Application of Trust Money.

 

Subject to the provisions of the last paragraph of Section 1003and to Article Fourteen, if applicable, all money deposited with theTrustee pursuant to Section 401 shall be held in trust and applied by it,in accordance with the provisions of the Securities and this Indenture, to thepayment, either directly or through any Paying Agent (including the Companyacting as its own Paying Agent) as the Trustee may determine, to the Personsentitled thereto, of the principal and any premium and interest for whosepayment such money has been deposited with the Trustee.

 

**ARTICLE FIVE**

 

**Remedies**

 

Section 501.  Events of Default.

 

“Event of Default”, wherever used herein with respect to Securities ofany series, means any one of the following events (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to any judgment, decree or order ofany court or any order, rule or regulation of any administrative orgovernmental body):

 

(1)  default in the payment of any interest upon any Security ofthat series when it becomes due and payable, and continuance of such defaultfor a period of 30 days; or

 

(2)  default in the payment of the principal of or any premium onany Security of that series at its Maturity; or

 

(3)  default in the deposit of any sinking fund payment, when andas due by the terms of a Security of that series; or

 

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(4)  defaultin the performance, or breach, of any covenant or warranty of the Company inthis Indenture (other than a covenant or warranty a default in whoseperformance or whose breach is elsewhere in this Section specificallydealt with or which has expressly been included in this Indenture solely forthe benefit of a series of Securities other than that series), and continuanceof such default or breach for a period of 90 days after there has been given,by registered or certified mail, to the Company by the Trustee or to theCompany and the Trustee by the Holders of at least 35% in principal amount ofthe Outstanding Securities of that series a written notice specifying suchdefault or breach and requiring it to be remedied and stating that such noticeis a “Notice of Default”  hereunder; or

 

(5)  theentry by a court having jurisdiction in the premises of (A) a decree or orderfor relief in respect of the Company in an involuntary case or proceeding underany applicable Federal or state bankruptcy, insolvency, reorganization or othersimilar law or (B) a decree or order adjudging the Company a bankrupt orinsolvent, or approving as properly filed a petition seeking reorganization,arrangement, adjustment or composition of or in respect of the Company underany applicable Federal or state law, or appointing a custodian, receiver,liquidator, assignee, trustee, sequestrator or other similar official of theCompany or of any substantial part of its property, or ordering the winding upor liquidation of its affairs, and the continuance of any such decree or orderfor relief or any such other decree or order unstayed and in effect for aperiod of 90 consecutive days; or

 

(6)  thecommencement by the Company of a voluntary case or proceeding under anyapplicable Federal or state bankruptcy, insolvency, reorganization or othersimilar law or of any other case or proceeding to be adjudicated a bankrupt orinsolvent, or the consent by it to the entry of a decree or order for relief inrespect of the Company in an involuntary case or proceeding under anyapplicable Federal or state bankruptcy, insolvency, reorganization or othersimilar law or to the commencement of any bankruptcy or insolvency case orproceeding against it, or the filing by it of a petition or answer or consentseeking reorganization or relief under any applicable Federal or state law, orthe consent by it to the filing of such petition or to the appointment of, ortaking possession of the Company or of any substantial part of its property by,a custodian, receiver, liquidator, assignee, trustee, sequestrator or othersimilar official or the making by the Company of an assignment for the benefitof creditors, or the admission by it in writing of its inability to pay itsdebts generally as they become due, or the taking of corporate action by theCompany in furtherance of any such action; or

 

(7)  any other Event of Default established pursuant to Section 301with respect to Securities of that series.

 

Section 502.  Acceleration of Maturity;Rescission and Annulment.

 

If an Event of Default (other than an Event of Default specified in Section 501(5)or 501(6)) with respect to Securities of any series at the time Outstanding occursand is continuing, then in

 

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every such case the Trustee or the Holders of not less than 35% inprincipal amount of the Outstanding Securities of that series may declare theprincipal amount of all the Securities of that series (or, if any Securities ofthat series are Original Issue Discount Securities, such portion of theprincipal amount of such Securities as may be specified by the terms thereof)to be due and payable immediately, by a notice in writing to the Company (andto the Trustee if given by Holders), and upon any such declaration suchprincipal amount (or specified amount) shall become immediately due andpayable.  If an Event of Defaultspecified in Section 501(5) or 501(6) with respect to Securities of anyseries at the time Outstanding occurs, the principal amount of all theSecurities of that series (or, if any Securities of that series are OriginalIssue Discount Securities, such portion of the principal amount of suchSecurities as may be specified by the terms thereof) shall automatically, andwithout any declaration or other action on the part of the Trustee or anyHolder, become immediately due and payable.

 

At any time after such a declaration of acceleration with respect toSecurities of any series has been made and before a judgment or decree forpayment of the money due has been obtained by the Trustee as hereinafter inthis Article provided, the Holders of a majority in principal amount ofthe Outstanding Securities of that series, by written notice to the Company andthe Trustee, may rescind and annul such declaration and its consequences if,

 

(1)  theCompany has paid or deposited with the Trustee a sum sufficient to pay (A) alloverdue interest on all Securities of that series, (B) the principal of (andpremium, if any, on) any Securities of that series which have become dueotherwise than by such declaration of acceleration and any interest thereon atthe rate or rates prescribed therefor in such Securities, (C) all sums paid oradvanced by the Trustee hereunder and the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel; and

 

(2)  allEvents of Default with respect to Securities of that series, other than the non-paymentof the principal of Securities of that series which have become due solely bysuch declaration of acceleration, have been cured or waived as provided in Section 513.

 

No such rescission shall affect any subsequent default or impair anyright consequent thereon.

 

Section 503.  Collection of Indebtednessand Suits for Enforcement by Trustee.

 

The Company covenants that if

 

(1)  defaultis made in the payment of any interest on any Security when such interestbecomes due and payable and such default continues for a period of 30 days, or

 

(2)  default is made in the payment of the principal of (orpremium, if any, on) any Security at the Maturity thereof,

 

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the Company will, upon demand of the Trustee, pay to it, for thebenefit of the Holders of such Securities, the whole amount then due andpayable on such Securities for principal and any premium and interest and suchfurther amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel.

 

If an Event of Default with respect to Securities of any series occursand is continuing, the Trustee may in its discretion proceed to protect andenforce its rights and the rights of the Holders of Securities of such seriesby such appropriate judicial proceedings as the Trustee shall deem mosteffectual to protect and enforce any such rights, whether for the specificenforcement of any covenant or agreement in this Indenture or in aid of theexercise of any power granted herein, or to enforce any other proper remedy.

 

Section 504.  Trustee May File Proofs of Claim.

 

In case of any judicial proceeding relative to the Company (or anyother obligor upon the Securities), its property or its creditors, the Trusteeshall be entitled and empowered, by intervention in such proceeding orotherwise, to take any and all actions authorized under the Trust Indenture Actin order to have claims of the Holders and the Trustee allowed in any such proceeding.In particular, the Trustee shall be authorized to collect and receive anymoneys or other property payable or deliverable on any such claims and todistribute the same; and any custodian, receiver, assignee, trustee,liquidator, sequestrator or other similar official in any such judicialproceeding is hereby authorized by each Holder to make such payments to theTrustee and, in the event that the Trustee shall consent to the making of suchpayments directly to the Holders, to pay to the Trustee any amount due it forthe reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

 

No provision of this Indenture shall be deemed to authorize the Trusteeto authorize or consent to or accept or adopt on behalf of any Holder any planof reorganization, arrangement, adjustment or composition affecting theSecurities or the rights of any Holder thereof or to authorize the Trustee tovote in respect of the claim of any Holder in any such proceeding; provided,however, that the Trustee may, on behalf of the Holders, vote for the electionof a trustee in bankruptcy or similar official and be a member of a creditors’or other similar committee.

 

Section 505.  Trustee May Enforce Claims Without Possessionof Securities.

 

All rights of action and claims under this Indenture or the Securitiesmay be prosecuted and enforced by the Trustee without the possession of any ofthe Securities or the production thereof in any proceeding relating thereto,and any such proceeding instituted by the Trustee shall be brought in its ownname as trustee of an express trust, and any recovery of judgment shall, afterprovision for the payment of the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel, be for the ratable benefitof the Holders of the Securities in respect of which such judgment has beenrecovered.

 

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Section 506.  Application of MoneyCollected.

 

Any money collected by the Trustee pursuant to this Article, subject toArticle Fourteen, if applicable, shall be applied in the following order,at the date or dates fixed by the Trustee and, in case of the distribution ofsuch money on account of principal or any premium or interest, uponpresentation of the Securities and the notation thereon of the payment if onlypartially paid and upon surrender thereof if fully paid:

 

First:  to the payment of allamounts due the Trustee under Section 607;

 

Second:  to the payment of theamounts then due and unpaid for principal of and any premium and interest onthe Securities in respect of which or for the benefit of which such money hasbeen collected, ratably, without preference or priority of any kind, accordingto the amounts due and payable on such Securities for principal and any premiumand interest, respectively; and

 

Third:  the balance, if any, tothe Company.

 

Section 507.  Limitation on Suits.

 

No Holder of any Security of any series shall have any right toinstitute any proceeding, judicial or otherwise, with respect to thisIndenture, or for the appointment of a receiver or trustee, or for any otherremedy hereunder, unless

 

(1)  suchHolder has previously given written notice to the Trustee of a continuing Eventof Default with respect to the Securities of that series;

 

(2)  theHolders of not less than 35% in principal amount of the Outstanding Securitiesof that series shall have made written request to the Trustee to instituteproceedings in respect of such Event of Default in its own name as Trusteehereunder;

 

(3)  suchHolder or Holders have offered to the Trustee indemnity reasonably satisfactoryto the Trustee against the costs, expenses and liabilities to be incurred incompliance with such request;

 

(4)  theTrustee for 60 days after its receipt of such notice, request and offer ofindemnity has failed to institute any such proceeding; and

 

(5)  nodirection inconsistent with such written request has been given to the Trusteeduring such 60-day period by the Holders of a majority in principal amount ofthe Outstanding Securities of that series; it being understood and intendedthat no one or more of such Holders shall have any right in any manner whateverby virtue of, or by availing of, any provision of this Indenture to affect,disturb or prejudice the rights of any other of such Holders, or to obtain orto seek to obtain priority or preference over any other of such

 

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Holders or to enforce any right under this Indenture, except in themanner herein provided and for the equal and ratable benefit of all of suchHolders.

 

Section 508.  Unconditional Rightof Holders to Receive Principal, Premium and Interest.

 

Notwithstanding any other provision in this Indenture, the Holder ofany Security shall have the right, which is absolute and unconditional, toreceive payment of the principal of and any premium and (subject to Section 307)interest on such Security on the respective Stated Maturities expressed in suchSecurity (or, in the case of redemption, on the Redemption Date) and toinstitute suit for the enforcement of any such payment, and such rights shallnot be impaired without the consent of such Holder.

 

Section 509.  Restoration ofRights and Remedies.

 

If the Trustee or any Holder has instituted any proceeding to enforceany right or remedy under this Indenture and such proceeding has beendiscontinued or abandoned for any reason, or has been determined adversely tothe Trustee or to such Holder, then and in every such case, subject to anydetermination in such proceeding, the Company, the Trustee and the Holdersshall be restored severally and respectively to their former positionshereunder and thereafter all rights and remedies of the Trustee and the Holdersshall continue as though no such proceeding had been instituted.

 

Section 510.  Rights and RemediesCumulative.

 

Except as otherwise provided with respect to the replacement or paymentof mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306,no right or remedy herein conferred upon or reserved to the Trustee or to theHolders is intended to be exclusive of any other right or remedy, and everyright and remedy shall, to the extent permitted by law, be cumulative and inaddition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of anyright or remedy hereunder, or otherwise, shall not prevent the concurrentassertion or employment of any other appropriate right or remedy.

 

Section 511.  Delay or OmissionNot Waiver.

 

No delay or omission of the Trustee or of any Holder of any Securitiesto exercise any right or remedy accruing upon any Event of Default shall impairany such right or remedy or constitute a waiver of any such Event of Default oran acquiescence therein. Every right and remedy given by this Article orby law to the Trustee or to the Holders may be exercised from time to time, andas often as may be deemed expedient, by the Trustee or by the Holders, as thecase may be.

 

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Section 512.  Control by Holders.

 

The Holders of a majority in principal amount of the OutstandingSecurities of any series shall have the right to direct the time, method andplace of conducting any proceeding for any remedy available to the Trustee, orexercising any trust or power conferred on the Trustee, with respect to theSecurities of such series, provided that

 

(1)  suchdirection shall not be in conflict with any rule of law or with this Indenture,and

 

(2)  theTrustee may take any other action deemed proper by the Trustee which is notinconsistent with such direction.

 

Section 513.  Waiver of PastDefaults.

 

The Holders of not less than a majority in principal amount of theOutstanding Securities of any series may on behalf of the Holders of all theSecurities of such series waive any past default hereunder with respect to suchseries and its consequences, except a default

 

(1)  inthe payment of the principal of or any premium or interest on any Security ofsuch series, or

 

(2)  inrespect of a covenant or provision hereof which under Article Nine cannotbe modified or amended without the consent of the Holder of each OutstandingSecurity of such series affected.

 

Upon any such waiver, such default shall cease to exist, and any Eventof Default arising therefrom shall be deemed to have been cured, for everypurpose of this Indenture; but no such waiver shall extend to any subsequent orother default or impair any right consequent thereon.

 

Section 514.  Undertaking forCosts.

 

In any suit for the enforcement of any right or remedy under thisIndenture, or in any suit against the Trustee for any action taken, suffered oromitted by it as Trustee, a court may require any party litigant in such suitto file an undertaking to pay the costs of such suit, and may assess costsagainst any such party litigant, in the manner and to the extent provided inthe Trust Indenture Act; provided that this Section shall not apply to anysuit instituted by the Trustee or to any suit instituted by any Holder, orgroup of Holders, holding in the aggregate more than 10% in principal amount ofOutstanding Securities (of any series), or to any suit instituted by a Holderfor the enforcement of the payment of the principal of or any premium orinterest on any Security on or after the Stated Maturity thereof (or, in thecase of redemption, on or after the Redemption Date).

 

Section 515.  Waiver of Usury,Stay or Extension Laws.

 

The Company covenants (to the extent that it may lawfully do so) thatit will not at any time insist upon, or plead, or in any manner whatsoeverclaim or take the benefit or advantage of, any

 

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usury, stay or extension law wherever enacted, now or at any timehereafter in force, which may affect the covenants or the performance of thisIndenture; and the Company (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law and covenants that itwill not hinder, delay or impede the execution of any power herein granted tothe Trustee, but will suffer and permit the execution of every such power asthough no such law had been enacted.

 

**ARTICLE SIX**

 

**The Trustee**

 

Section 601.  Certain Duties andResponsibilities.

 

The duties and responsibilities of the Trustee shall be as provided bythe Trust Indenture Act. Notwithstanding the foregoing, no provision of thisIndenture shall require the Trustee to expend or risk its own funds orotherwise incur any financial liability in the performance of any of its dutieshereunder, or in the exercise of any of its rights or powers, if it shall havereasonable grounds for believing that repayment of such funds or adequateindemnity against such risk or liability is not reasonably assured to it.Whether or not therein expressly so provided, every provision of this Indenturerelating to the conduct or affecting the liability of or affording protectionto the Trustee shall be subject to the provisions of this Section.

 

Section 602.  Notice of Defaults.

 

If a default occurs hereunder with respect to Securities of any series,the Trustee shall give the Holders of Securities of such series notice of suchdefault as and to the extent provided by the Trust Indenture Act, unless suchdefault shall have been cured or waived; provided, however, that in the case ofany default of the character specified in Section 501(4) with respect to Securitiesof such series, no such notice to Holders shall be given until at least 30 daysafter the occurrence thereof. For the purpose of this Section, the term “default”means any event which is, or after notice or lapse of time or both wouldbecome, an Event of Default with respect to Securities of such series.

 

Section 603.  Certain Rights ofTrustee.

 

Subject to the provisions of Section 601:

 

(1)  theTrustee may rely and shall be protected in acting or refraining from actingupon any resolution, certificate, statement, instrument, opinion, report,notice, request, direction, consent, order, bond,  debenture, note, other evidence ofindebtedness or other paper or document believed by it to be genuine and tohave been signed or presented by the proper party or parties;

 

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(2)  anyrequest or direction of the Company mentioned herein shall be sufficientlyevidenced by a Company Request or Company Order, and any resolution of theBoard of Directors shall be sufficiently evidenced by a Board Resolution;

 

(3)  wheneverin the administration of this Indenture the Trustee shall deem it desirablethat a matter be proved or established prior to taking, suffering or omittingany action hereunder, the Trustee (unless other evidence be herein specificallyprescribed) may, in the absence of bad faith on its part, rely upon an Officers’Certificate;

 

(4)  theTrustee may consult with counsel of its selection and the advice of suchcounsel or any Opinion of Counsel shall be full and complete authorization andprotection in respect of any action taken, suffered or omitted by it hereunderin good faith and in reliance thereon;

 

(5)  theTrustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request or direction of any of theHolders pursuant to this Indenture, unless such Holders shall have offered tothe Trustee security or indemnity reasonably satisfactory to the Trusteeagainst the costs, expenses and liabilities which might be incurred by it incompliance with such request or direction;

 

(6)  theTrustee shall not be bound to make any investigation into the facts or mattersstated in any resolution, certificate, statement, instrument, opinion, report,notice, request, direction, consent, order, bond, debenture, note, otherevidence of indebtedness or other paper or document, but the Trustee, in itsdiscretion, may make such further inquiry or investigation into such facts ormatters as it may see fit.

 

(7)  theTrustee may execute any of the trusts or powers hereunder or perform any dutieshereunder either directly or by or through agents or attorneys and the Trusteeshall not be responsible for any misconduct or negligence on the part of anyagent or attorney appointed with due care by it hereunder.

 

Section 604.  Not Responsible forRecitals or Issuance of Securities.

 

The recitals contained herein and in the Securities, except the Trustee’scertificates of authentication, shall be taken as the statements of the Company,and neither the Trustee nor any Authenticating Agent assumes any responsibilityfor their correctness. The Trustee makes no representations as to the validityor sufficiency of this Indenture or of the Securities. Neither the Trustee norany Authenticating Agent shall be accountable for the use or application by theCompany of Securities or the proceeds thereof.

 

Section 605.  May Hold Securities.

 

The Trustee, any Authenticating Agent, any Paying Agent, any SecurityRegistrar or any other agent of the Company, in its individual or any othercapacity, may become the owner or

 

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pledgee of Securities and, subject to Sections 608 and 613, mayotherwise deal with the Company with the same rights it would have if it werenot Trustee, Authenticating Agent, Paying Agent, Security Registrar or suchother agent.

 

Section 606.  Money Held in Trust.

 

Money held by the Trustee in trust hereunder need not be segregatedfrom other funds except to the extent required by law. The Trustee shall beunder no liability for interest on any money received by it hereunder except asotherwise agreed in writing with the Company.

 

Section 607.  Compensation andReimbursement.

 

The Company agrees

 

(1)  topay to the Trustee from time to time such compensation as shall be agreed to inwriting between the Company and the Trustee for all services rendered by ithereunder (which compensation shall not be limited by any provision of law inregard to the compensation of a trustee of an express trust);

 

(2)  exceptas otherwise expressly provided herein, to reimburse the Trustee upon itsrequest for all reasonable, out-of-pocket expenses, disbursements and advancesincurred or made by the Trustee in accordance with any provision of thisIndenture (including the reasonable compensation and the expenses anddisbursements of its agents and counsel)(with reasonable documentation of anyfees and expenses for which reimbursement is sought, including copies ofinvoices from third parties, and in the case of charges for counsel, abreakdown of the hourly time and short summary of services rendered by date andservice provider, a summary of the charges, hourly rate and total hoursprovided by each service provider), except any such expense, disbursement oradvance as may be attributable to its negligence or bad faith; and

 

(3)  toindemnify the Trustee for, and to hold it harmless against, any loss, liabilityor expense incurred without negligence or bad faith on its part, arising out ofor in connection with the acceptance or administration of the trust or trustshereunder, including the reasonable costs and expenses of defending itselfagainst any claim or liability in connection with the exercise or performanceof any of its powers or duties hereunder.

 

The Trustee shall have a lien prior to the Securities as to allproperty and funds held by it hereunder for any amount owing it or anypredecessor Trustee pursuant to this Section 607, except with respect tofunds held in trust for the benefit of the Holders of particular Securities.

 

When the Trustee incurs expenses or renders services in connection withan Event of Default specified in Section 501(5) or Section 501(6),the expenses (including the reasonable charges and expenses of its counsel) andthe compensation for the services are intended to constitute expenses ofadministration under any applicable Federal or State bankruptcy, insolvency orother similar law.

 

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The provisions of this Section shall survive the termination ofthis Indenture.

 

Section 608.  ConflictingInterests.

 

If the Trustee has or shall acquire a conflicting interest within themeaning of the Trust Indenture Act, the Trustee shall either eliminate suchinterest or resign, to the extent and in the manner provided by, and subject tothe provisions of, the Trust Indenture Act and this Indenture. To the extentpermitted by such Act, the Trustee shall not be deemed to have a conflictinginterest by virtue of being a trustee under this Indenture with respect toSecurities of more than one series.

 

Section 609.  Corporate TrusteeRequired; Eligibility.

 

There shall at all times be one (and only one) Trustee hereunder withrespect to the Securities of each series, which may be Trustee hereunder forSecurities of one or more other series. Each Trustee shall be a Person that iseligible pursuant to the Trust Indenture Act to act as such and has a combinedcapital and surplus of at least $50,000,000. If any such Person publishesreports of condition at least annually, pursuant to law or to the requirementsof its supervising or examining authority, then for the purposes of this Section andto the extent permitted by the Trust Indenture Act, the combined capital andsurplus of such Person shall be deemed to be its combined capital and surplusas set forth in its most recent report of condition so published. If at anytime the Trustee with respect to the Securities of any series shall cease to beeligible in accordance with the provisions of this Section, it shall resignimmediately in the manner and with the effect hereinafter specified in thisArticle.

 

Section 610.  Resignation andRemoval; Appointment of Successor.

 

No resignation or removal of the Trustee and no appointment of asuccessor Trustee pursuant to this Article shall become effective untilthe acceptance of appointment by the successor Trustee in accordance with theapplicable requirements of Section 611.

 

The Trustee may resign at any time with respect to the Securities ofone or more series by giving written notice thereof to the Company. If theinstrument of acceptance by a successor Trustee required by Section 611shall not have been delivered to the Trustee within 30 days after the giving ofsuch notice of resignation, the resigning Trustee may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee with respectto the Securities of such series.

 

The Trustee may be removed at any time with respect to the Securitiesof any series by Act of the Holders of a majority in principal amount of theOutstanding Securities of such series, delivered to the Trustee and to theCompany.

 

If at any time:

 

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(1)  theTrustee shall fail to comply with Section 608 after written requesttherefor by the Company or by any Holder who has been a bona fide Holder of aSecurity for at least six months, or

 

(2)  theTrustee shall cease to be eligible under Section 609 and shall fail toresign after written request therefor by the Company or by any such Holder, or

 

(3)  theTrustee shall become incapable of acting or shall be adjudged a bankrupt orinsolvent or a receiver of the Trustee or of its property shall be appointed orany public officer shall take charge or control of the Trustee or of itsproperty or affairs for the purpose of rehabilitation, conservation orliquidation,

 

then, in any such case, (A) the Company by a Board Resolution mayremove the Trustee with respect to all Securities, or (B) subject to Section 514,any Holder who has been a bona fide Holder of a Security for at least sixmonths may, on behalf of himself and all others similarly situated, petitionany court of competent jurisdiction for the removal of the Trustee with respectto all Securities and the appointment of a successor Trustee or Trustees.

 

If the Trustee shall resign, be removed or become incapable of acting,or if a vacancy shall occur in the office of Trustee for any cause, withrespect to the Securities of one or more series, the Company, by a BoardResolution, shall promptly appoint a successor Trustee or Trustees with respectto the Securities of that or those series (it being understood that any suchsuccessor Trustee may be appointed with respect to the Securities of one ormore or all of such series and that at any time there shall be only one Trusteewith respect to the Securities of any particular series) and shall comply withthe applicable requirements of Section 611. If, within one year after suchresignation, removal or incapability, or the occurrence of such vacancy, asuccessor Trustee with respect to the Securities of any series shall beappointed by Act of the Holders of a majority in principal amount of theOutstanding Securities of such series delivered to the Company and the retiringTrustee, the successor Trustee so appointed shall, forthwith upon itsacceptance of such appointment in accordance with the applicable requirementsof Section 611, become the successor Trustee with respect to theSecurities of such series and to that extent supersede the successor Trusteeappointed by the Company. If no successor Trustee with respect to theSecurities of any series shall have been so appointed by the Company or theHolders and accepted appointment in the manner required by Section 611,any Holder who has been a bona fide Holder of a Security of such series for atleast six months may, on behalf of himself and all others similarly situated,petition any court of competent jurisdiction for the appointment of a successorTrustee with respect to the Securities of such series.

 

The Company shall give notice of each resignation and each removal ofthe Trustee with respect to the Securities of any series and each appointmentof a successor Trustee with respect to the Securities of any series to allHolders of Securities of such series in the manner provided in Section 106.Each notice shall include the name of the successor Trustee with respect to theSecurities of such series and the address of its Corporate Trust Office.

 

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Section 611.  Acceptance ofAppointment by Successor.

 

In case of the appointment hereunder of a successor Trustee withrespect to all Securities, every such successor Trustee so appointed shallexecute, acknowledge and deliver to the Company and to the retiring Trustee aninstrument accepting such appointment, and thereupon the resignation or removalof the retiring Trustee shall become effective and such successor Trustee,without any further act, deed or conveyance, shall become vested with all therights, powers, trusts and duties of the retiring Trustee; but, on the requestof the Company or the successor Trustee, such retiring Trustee shall, uponpayment of its charges, execute and deliver an instrument transferring to suchsuccessor Trustee all the rights, powers and trusts of the retiring Trustee andshall duly assign, transfer and deliver to such successor Trustee all propertyand money held by such retiring Trustee hereunder.

 

In case of the appointment hereunder of a successor Trustee withrespect to the Securities of one or more (but not all) series, the Company, theretiring Trustee and each successor Trustee with respect to the Securities ofone or more series shall execute and deliver an indenture supplemental heretowherein each successor Trustee shall accept such appointment and which (1)shall contain such provisions as shall be necessary or desirable to transferand confirm to, and to vest in, each successor Trustee all the rights, powers,trusts and duties of the retiring Trustee with respect to the Securities ofthat or those series to which the appointment of such successor Trusteerelates, (2) if the retiring Trustee is not retiring with respect to allSecurities, shall contain such provisions as shall be deemed necessary ordesirable to confirm that all the rights, powers, trusts and duties of theretiring Trustee with respect to the Securities of that or those series as towhich the retiring Trustee is not retiring shall continue to be vested in the retiringTrustee, and (3) shall add to or change any of the provisions of this Indentureas shall be necessary to provide for or facilitate the administration of thetrusts hereunder by more than one Trustee, it being understood that nothingherein or in such supplemental indenture shall constitute such Trustees co-trusteesof the same trust and that each such Trustee shall be trustee of a trust ortrusts hereunder separate and apart from any trust or trusts hereunderadministered by any other such Trustee; and upon the execution and delivery ofsuch supplemental indenture the resignation or removal of the retiring Trusteeshall become effective to the extent provided therein and each such successorTrustee, without any further act, deed or conveyance, shall become vested withall the rights, powers, trusts and duties of the retiring Trustee with respectto the Securities of that or those series to which the appointment of suchsuccessor Trustee relates; but, on request of the Company or any successorTrustee, such retiring Trustee shall duly assign, transfer and deliver to suchsuccessor Trustee all property and money held by such retiring Trusteehereunder with respect to the Securities of that or those series to which theappointment of such successor Trustee relates.

 

Upon request of any such successor Trustee, the Company shall executeany and all instruments for more fully and certainly vesting in and confirmingto such successor Trustee all such rights, powers and trusts referred to in thefirst or second preceding paragraph, as the case may be.

 

No successor Trustee shall accept its appointment unless at the time ofsuch acceptance such successor Trustee shall be qualified and eligible underthis Article.

 

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Section 612.  Merger, Conversion,Consolidation or Succession to Business.

 

Any corporation into which the Trustee may be merged or converted orwith which it may be consolidated, or any corporation resulting from anymerger, conversion or consolidation to which the Trustee shall be a party, orany corporation succeeding to all or substantially all the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunder,provided such corporation shall be otherwise qualified and eligible under thisArticle, without the execution or filing of any paper or any further act on thepart of any of the parties hereto. In case any Securities shall have beenauthenticated, but not delivered, by the Trustee then in office, any successorby merger, conversion or consolidation to such authenticating Trustee may adoptsuch authentication and deliver the Securities so authenticated with the sameeffect as if such successor Trustee had itself authenticated such Securities.

 

Section 613.  Preferential Collectionof Claims Against Company.

 

If and when the Trustee shall be or become a creditor of the Company(or any other obligor upon the Securities), the Trustee shall be subject to theprovisions of the Trust Indenture Act regarding the collection of claimsagainst the Company (or any such other obligor).  For purposes of Section 311(b) (4) and(6) of the Trust Indenture Act, the following terms shall mean:

 

(a)  “cashtransaction” means any transaction in which full payment for goods orsecurities sold is made within seven days after delivery of the goods orsecurities in currency or in checks or other orders drawn upon banks or bankersand payable upon demand; and

 

(b)  “self-liquidatingpaper” means any draft, bill of exchange, acceptance or obligation which ismade, drawn, negotiated or incurred by the Company for the purpose of financingthe purchase, processing, manufacturing, shipment, storage or sale of goods,wares or merchandise and which is secured by documents evidencing title to,possession of, or a lien upon, the goods, wares or merchandise or thereceivables or proceeds arising from the sale of the goods, wares ormerchandise previously constituting the security, provided the security isreceived by the Trustee simultaneously with the creation of the creditorrelationship with the Company arising from the making, drawing, negotiating orincurring of the draft, bill of exchange, acceptance or obligation.

 

Section 614.  Appointment ofAuthenticating Agent.

 

From time to time the Trustee may appoint one or more AuthenticatingAgents with respect to one or more series of Securities, which may include theCompany or any of its Affiliates, with power to act on behalf of the Trustee toauthenticate Securities of such series issued upon original issue and uponexchange, registration of transfer or partial redemption thereof or pursuant toSection 306, and Securities so authenticated shall be entitled to thebenefits of this Indenture and shall be valid and obligatory for all purposesas if authenticated by the Trustee hereunder. Wherever reference is made inthis Indenture to the authentication and delivery of Securities by the Trusteeor the Trustee’s certificate of authentication, such reference shall be deemedto include authentication

 

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and delivery on behalf of the Trustee by an Authenticating Agent and acertificate of authentication executed on behalf of the Trustee by anAuthenticating Agent. Each Authenticating Agent shall be acceptable to the Companyand shall at all times be a corporation organized and doing business under thelaws of the United States of America, any State thereof or the District ofColumbia, authorized under such laws to act as Authenticating Agent, having acombined capital and surplus of not less than $50,000,000 and subject tosupervision or examination by Federal or State authority. If suchAuthenticating Agent publishes reports of condition at least annually, pursuantto law or to the requirements of said supervising or examining authority, thenfor the purposes of this Section, the combined capital and surplus of suchAuthenticating Agent shall be deemed to be its combined capital and surplus asset forth in its most recent report of condition so published. If at any time anAuthenticating Agent shall cease to be eligible in accordance with theprovisions of this Section, such Authenticating Agent shall resign immediatelyin the manner and with the effect specified in this Section.

 

Any corporation into which an Authenticating Agent may be merged orconverted or with which it may be consolidated, or any corporation resultingfrom any merger, conversion or consolidation to which such Authenticating Agentshall be a party, or any corporation succeeding to the corporate agency orcorporate trust business of an Authenticating Agent, shall continue to be anAuthenticating Agent, provided such corporation shall be otherwise eligibleunder this Section, without the execution or filing of any paper or any furtheract on the part of the Trustee or the Authenticating Agent.

 

An Authenticating Agent may resign at any time by giving written noticethereof to the Trustee and to the Company. The Trustee may at any timeterminate the agency of an Authenticating Agent by giving written notice thereofto such Authenticating Agent and to the Company. Upon receiving such a noticeof resignation or upon such a termination, or in case at any time suchAuthenticating Agent shall cease to be eligible in accordance with theprovisions of this Section, the Trustee may appoint a successor AuthenticatingAgent which shall be acceptable to the Company. Any successor AuthenticatingAgent upon acceptance of its appointment hereunder shall become vested with allthe rights, powers and duties of its predecessor hereunder, with like effect asif originally named as an Authenticating Agent. No successor AuthenticatingAgent shall be appointed unless eligible under the provisions of this Section.

 

The Company agrees to pay to each Authenticating Agent from time to timereasonable compensation for its services under this Section.

 

If an appointment with respect to one or more series is made pursuantto this Section, the Securities of such series may have endorsed thereon, inaddition to the Trustee’s certificate of authentication, an alternativecertificate of authentication in the following form:

 

This is one of the Securities of the series designated therein referredto in the within-mentioned Indenture.

 

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|   | DEUTSCHE BANK TRUST COMPANY |
|--------|-----------------------------|
|   | AMERICAS                    |
|   | As Trustee                  |
|   |                        |   |
|   |                        |   |
|   | By                          |   |   |
|   |                        | As Authenticating Agent |
|   |                        |   |
|   |                        |   |
|   | By                          |   |   |
|   |                        | Authorized Officer |
|        |                             |  |  |  |

 

Section 615.  Indemnification.

 

The Company agrees to indemnify the Trustee for, and hold it harmlessagainst, any loss, liability or expense incurred by it, arising out of or inconnection with the acceptance or administration of this Indenture or thetrusts hereunder or the performance of its duties hereunder or under anyrelated document, including the reasonable costs and expenses of defendingitself against or investigating any claim or liability with respect to theSecurities, except to the extent that any such loss, liability or expense wasdue to its own negligence or bad faith. The Company need not pay for any settlement made without itsconsent.  The obligations of the Companyto the Trustee under this Section shall survive the satisfaction anddischarge of this Indenture and payment in full and/or retirement of theSecurities.

 

**ARTICLE SEVEN**

 

**Holders’ Lists and Reports by Trustee andCompany**

 

Section 701.  Company to FurnishTrustee Names and Addresses of Holders.

 

The Company will furnish or cause to be furnished to the Trustee:

 

(1)  oneach Regular Record Date, a list, in such form as the Trustee may reasonablyrequire, of the names and addresses of the Holders of Securities of each seriesas of such Regular Record Date, and

 

(2)  atsuch other times as the Trustee may request in writing, within 30 days afterthe receipt by the Company of any such request, a list of similar form andcontent as of a date not more than 15 days prior to the time such list isfurnished;

 

provided, however, that if and so long as the Trustee shall be theSecurity Registrar, no such list need be furnished.

 

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Section 702.  Preservation ofInformation; Communications to Holders.

 

The Trustee shall preserve, in as current a form as is reasonablypracticable, the names and addresses of Holders contained in the most recentlist as provided in Section 701 and the names and addresses of Holdersreceived by the Trustee in its capacity as Security Registrar. The Trustee maydestroy any list furnished to it as provided in Section 701 upon receiptof a new list so furnished.

 

The rights of Holders to communicate with other Holders with respect totheir rights under this Indenture or under the Securities, and thecorresponding rights and privileges of the Trustee, shall be as provided by theTrust Indenture Act.

 

Every Holder of Securities, by receiving and holding the same, agreeswith the Company and the Trustee that neither the Company nor the Trustee norany agent of either of them shall be held accountable by reason of anydisclosure of information as to names and addresses of Holders made pursuant tothe Trust Indenture Act.

 

Section 703.  Reports by Trustee.

 

The Trustee shall transmit to Holders such reports concerning theTrustee and its actions under this Indenture as may be required pursuant to theTrust Indenture Act at the times and in the manner provided pursuant thereto.If required by Section 313(a) of the Trust Indenture Act, the Trusteeshall, within sixty days after each May 15 following the date of this Indenturedeliver to Holders a brief report, dated as of such May 15, which complies withthe provisions of such Section 313(a).

 

A copy of each such report shall, at the time of such transmission toHolders, be filed by the Trustee with each stock exchange upon which anySecurities are listed, with the Commission and with the Company.

 

Section 704.  Reports by Company.

 

The Company shall file with the Trustee and the Commission, andtransmit to Holders, such information, documents and other reports, and suchsummaries thereof, as may be required pursuant to the Trust Indenture Act atthe times and in the manner provided pursuant to such Act; provided that anysuch information, documents or reports required to be filed with the Commissionpursuant to Section 13 or 15(d) of the Exchange Act shall be filed withthe Trustee within 15 days after the same is so required to be filed with theCommission and provided further that all information, documents or reportsfiled with the Commission on behalf of the Company shall be deemed to have beendelivered to the Trustee on the date on which such items are posted on theCommission’s website on the Internet at www.sec.gov.

 

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**ARTICLE EIGHT**

 

**Consolidation, Merger and Sale**

 

Section 801.Consolidations and Mergers Permitted.

 

Nothing contained in this Indenture or in any of the Securities shallprevent any consolidation or merger of the Company with or into any othercorporation or corporations (whether or not affiliated with the Company), orsuccessive consolidations or mergers in which the Company or its successor orsuccessors shall be a party or parties, or shall prevent any sale, conveyance,transfer or other disposition of the property of the Company or its successoror successors as an entirety, or substantially as an entirety, to any othercorporation (whether or not affiliated with the Company or its successor orsuccessors) authorized to acquire and operate the same; provided, however, theCompany hereby covenants and agrees that, upon any such consolidation, merger,sale, conveyance, transfer or other disposition, the due and punctual paymentof the principal of (premium, if any) and interest on all of the Securities ofall series in accordance with the terms of each series, according to theirtenor, and the due and punctual performance and observance of all the covenantsand conditions of this Indenture with respect to each series or establishedwith respect to such series to be kept or performed by the Company, shall beexpressly assumed, by supplemental indenture (which shall conform to theprovisions of the Trust Indenture Act as then in effect) satisfactory in formto the Trustee executed and delivered to the Trustee by the entity formed bysuch consolidation, or into which the Company shall have been merged, or by theentity which shall have acquired such property.

 

Section 802.Rights and Duties of Successor Company.

 

In case of any such consolidation, merger, sale, conveyance, transferor other disposition and upon the assumption by the successor corporation, bysupplemental indenture, executed and delivered to the Trustee and satisfactoryin form to the Trustee, of the due and punctual payment of the principal of,premium, if any, and interest on all of the Securities of all seriesoutstanding and the due and punctual performance of all of the covenants andconditions of this Indenture or established with respect to each series of theSecurities to be performed by the Company with respect to each series, suchsuccessor corporation shall succeed to and be substituted for the Company, withthe same effect as if it had been named herein as the party of the first part,and thereupon the predecessor corporation shall be relieved of all obligationsand covenants under this Indenture and the Securities.  Such successor corporation thereupon maycause to be signed, and may issue either in its own name or in the name of theCompany or any other predecessor obligor on the Securities, any or all of theSecurities issuable hereunder which theretofore shall not have been signed bythe Company and delivered to the Trustee; and, upon the order of such successorcompany, instead of the Company, and subject to all the terms,  conditions and limitations in this Indentureprescribed, the Trustee shall authenticate and shall deliver any Securitieswhich previously shall have been signed and delivered by the officers of thepredecessor Company to the Trustee for authentication, and any Securities whichsuch successor corporation thereafter shall cause to be signed and delivered tothe Trustee for that purpose.  All theSecurities so issued shall in all respects have the same legal rank and benefitunder this Indenture as the Securities theretofore or

 

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thereafter issued in accordance with the terms of this Indenture asthough all of such Securities had been issued at the date of the executionhereof.

 

Nothing contained in this Indenture or in any of the Securities shallprevent the Company from merging into itself or acquiring by purchase orotherwise all or any part of the property of any other corporation (whether ornot affiliated with the Company).

 

Section 803.Opinion of Counsel.

 

The Trustee may receive an Opinion of Counsel as conclusive evidencethat any such consolidation, merger, sale, conveyance, transfer or other disposition,and any such assumption, comply with the provisions of this Article.

 

**ARTICLE NINE**

 

**Supplemental Indentures**

 

Section 901.  SupplementalIndentures Without Consent of Holders.

 

Without the consent of any Holders, the Company, when authorized by aBoard Resolution, and the Trustee, at any time and from time to time, may enterinto one or more indentures supplemental hereto, in form satisfactory to theTrustee, for any of the following purposes:

 

(1)  toevidence the succession of another Person to the Company and the assumption byany such successor of the covenants of the Company herein and in the Securitiespursuant to Article Eight or Section 117; or

 

(2)  toadd to the covenants of the Company for the benefit of the Holders of all orany series of Securities (and if such covenants are to be for the benefit ofless than all series of Securities, stating that such covenants are expresslybeing included solely for the benefit of such series) or to surrender any rightor power herein conferred upon the Company; provided, however, that in respectof any such additional covenant, such supplemental indenture may provide for aparticular period of grace after default (which period may be shorter or longerthan that allowed in the case of other defaults) or may provide for animmediate enforcement upon such default or may limit the remedies available tothe Trustee upon such default or may limit the right of the Holders of amajority in aggregate principal amount of the Securities of such series towaive such default; or

 

(3)  toadd any additional Events of Default for the benefit of the Holders of all orany series of Securities (and if such additional Events of Default are to befor the benefit of less than all series of Securities, stating that suchadditional Events of Default are expressly being included solely for thebenefit of such series); or

 

(4)  toadd to or change any of the provisions of this Indenture to such extent asshall be necessary to permit or facilitate the issuance of Securities in bearerform, registrable or not

 

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registrable as to principal, and with or without interest coupons, orto permit or facilitate the issuance of Securities in uncertificated form; or

 

(5)  toadd to, change or eliminate any of the provisions of this Indenture in respectof one or more series of Securities, provided that any such addition, change orelimination (A) shall neither (i) apply to any Security of any series createdprior to the execution of such supplemental indenture and entitled to thebenefit of such provision nor (ii) modify the rights of the Holder of any suchSecurity with respect to such provision or (B) shall become effective only whenthere is no such Security Outstanding; or

 

(6)  tosecure the Securities; or

 

(7)  toestablish the form or terms of Securities of any series as permitted bySections 201 and 301; or

 

(8)  toevidence and provide for the acceptance of appointment hereunder by a successorTrustee with respect to the Securities of one or more series and to add to orchange any of the provisions of this Indenture as shall be necessary to providefor or facilitate the administration of the trusts hereunder by one or moresuccessor Trustees, pursuant to the requirements of Section 611; or

 

(9)  tocure any ambiguity, to correct or supplement any provision herein which may bedefective or inconsistent with any other provision herein, or to make any otherprovisions with respect to matters or questions arising under this Indenture,provided that such action pursuant to this Clause (9) shall not adverselyaffect the interests of the Holders of Securities of any series in any materialrespect.

 

The Trustee is hereby authorized to join with the Company in theexecution of any such supplemental indenture, and to make any furtherappropriate agreements and stipulations which may be therein contained.

 

Any supplemental indenture authorized by the provisions of this Section maybe executed by the Company and the Trustee without the consent of the holdersof any of the Securities at the time outstanding, notwithstanding any of theprovisions of Section 902.

 

Section 902.  SupplementalIndentures With Consent of Holders.

 

With the consent of the Holders of not less than a majority inprincipal amount of the Outstanding Securities of each series affected by suchsupplemental indenture, by Act of said Holders delivered to the Company and theTrustee, the Company, when authorized by a Board Resolution, and the Trusteemay enter into an indenture or indentures supplemental hereto for the purposeof adding any provisions to or changing in any manner or eliminating any of theprovisions of this Indenture or of modifying in any manner the rights of theHolders of Securities of such series under this Indenture; provided, however,that no such supplemental indenture shall, without the consent of the Holder ofeach Outstanding Security affected thereby,

 

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(1)  changethe Stated Maturity of the principal of, or any installment of principal of orinterest on, any Security, or reduce the principal amount thereof or the rateof interest thereon or any premium payable upon the redemption thereof, orreduce the amount of the principal of an Original Issue Discount Security orany other Security which would be due and payable upon a declaration ofacceleration of the Maturity thereof pursuant to Section 502, or changeany Place of Payment where, or the coin or currency in which, any Security orany premium or interest thereon is payable, affect the applicability of Article Fourteento any Security, or impair the right to institute suit for the enforcement ofany such payment on or after the Stated Maturity thereof (or, in the case ofredemption, on or after the Redemption Date), or

 

(2)  reducethe percentage in principal amount of the Outstanding Securities of any series,the consent of whose Holders is required for any such supplemental indenture,or the consent of whose Holders is required for any waiver (of compliance withcertain provisions of this Indenture or certain defaults hereunder and theirconsequences) provided for in this Indenture, or

 

(3)  modifyany of the provisions of this Section, Section 513 or Section 1007,except to increase any such percentage or to provide that certain otherprovisions of this Indenture cannot be modified or waived without the consentof the Holder of each Outstanding Security affected thereby; provided, however,that this clause shall not be deemed to require the consent of any Holder withrespect to changes in the references to “the Trustee” and concomitant changesin this Section and Section 1007, or the deletion of this proviso, inaccordance with the requirements of Sections 611 and 901(8).

 

A supplemental indenture which changes or eliminates any covenant orother provision of this Indenture which has expressly been included solely forthe benefit of one or more particular series of Securities, or which modifiesthe rights of the Holders of Securities of such series with respect to suchcovenant or other provision, shall be deemed not to affect the rights underthis Indenture of the Holders of Securities of any other series; provided thatno such supplemental indenture shall modify any provision of this Indenture soas to adversely affect the rights of any holder of outstanding Senior Debt tothe benefits of Article Fourteen.

 

It shall not be necessary for any Act of Holders under this Section toapprove the particular form of any proposed supplemental indenture, but itshall be sufficient if such Act shall approve the substance thereof.

 

Section 903.  Execution ofSupplemental Indentures.

 

In executing, or accepting the additional trusts created by, anysupplemental indenture permitted by this Article or the modificationsthereby of the trusts created by this Indenture, the Trustee shall be entitledto receive, and (subject to Section 601) shall be fully protected inrelying upon, an Opinion of Counsel stating that the execution of suchsupplemental indenture is authorized or permitted by this Indenture. TheTrustee may, but shall not be obligated to, enter into

 

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any such supplemental indenture which affects the Trustee’s own rights,duties or immunities under this Indenture or otherwise.

 

Section 904.  Effect ofSupplemental Indentures.

 

Upon the execution of any supplemental indenture under this Article,this Indenture shall be modified in accordance therewith, and such supplementalindenture shall form a part of this Indenture for all purposes; and everyHolder of Securities theretofore or thereafter authenticated and deliveredhereunder shall be bound thereby.

 

Section 905.  Conformity withTrust Indenture Act.

 

Every supplemental indenture executed pursuant to this Article shallconform to the requirements of the Trust Indenture Act as then in effect.

 

Section 906.  Reference inSecurities to Supplemental Indentures.

 

Securities of any series authenticated and delivered after theexecution of any supplemental indenture pursuant to this Article may, andshall if required by the Trustee, bear a notation in form approved by theTrustee as to any matter provided for in such supplemental indenture. If theCompany shall so determine, new Securities of any series so modified as toconform, in the opinion of the Trustee and the Company, to any suchsupplemental indenture may be prepared and executed by the Company andauthenticated and delivered by the Trustee in exchange for OutstandingSecurities of such series.

 

**ARTICLE TEN**

 

**Covenants**

 

Section 1001.  Paymentof Principal, Premium and Interest.

 

The Company covenants and agrees for the benefit of each series ofSecurities that it will duly and punctually pay the principal of and anypremium and interest on the Securities of that series in accordance with theterms of the Securities and this Indenture.

 

Section 1002.  Maintenance of Office or Agency.

 

The Company will maintain in each Place of Payment for any series ofSecurities an office or agency where Securities of that series may be presentedor surrendered for payment, where Securities of that series may be surrenderedfor registration of transfer or exchange and where

 

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notices and demands to or upon the Company in respect of the Securitiesof that series and this Indenture may be served. The Company will give promptwritten notice to the Trustee of the location, and any change in the location,of such office or agency. If at any time the Company shall fail to maintain anysuch required office or agency or shall fail to furnish the Trustee with theaddress thereof, such presentations, surrenders, notices and demands may bemade or served at the Corporate Trust Office of the Trustee, and the Companyhereby appoints the Trustee as its agent to receive all such presentations,surrenders, notices and demands.

 

The Company may also from time to time designate one or more otheroffices or agencies where the Securities of one or more series may be presentedor surrendered for any or all such purposes and may from time to time rescindsuch designations; provided, however, that no such designation or rescissionshall in any manner relieve the Company of its obligation to maintain an officeor agency in each Place of Payment for Securities of any series for suchpurposes. The Company will give prompt written notice to the Trustee of anysuch designation or rescission and of any change in the location of any suchother office or agency.

 

Section 1003.  Money for Securities Payments to Be Held inTrust.

 

If the Company shall at any time act as its own Paying Agent withrespect to any series of Securities, it will, on or before each due date of theprincipal of or any premium or interest on any of the Securities of thatseries, segregate and hold in trust for the benefit of the Persons entitledthereto a sum sufficient to pay the principal and any premium and interest sobecoming due until such sums shall be paid to such Persons or otherwisedisposed of as herein provided and will promptly notify the Trustee of itsaction or failure so to act.

 

Whenever the Company shall have one or more Paying Agents for anyseries of Securities, it will, on or before each due date of the principal ofor any premium or interest on any Securities of that series, deposit with aPaying Agent a sum sufficient to pay such amount, such sum to be held asprovided by the Trust Indenture Act, and (unless such Paying Agent is theTrustee) the Company will promptly notify the Trustee of its action or failureso to act.

 

The Company will cause each Paying Agent for any series of Securitiesother than the Trustee to execute and deliver to the Trustee an instrument inwhich such Paying Agent shall agree with the Trustee, subject to the provisionsof this Section, that such Paying Agent will (1) comply with the provisions ofthe Trust Indenture Act applicable to it as a Paying Agent and (2) during thecontinuance of any default by the Company (or any other obligor upon theSecurities of that series) in the making of any payment in respect of theSecurities of that series, upon the written request of the Trustee, forthwithpay to the Trustee all sums held in trust by such Paying Agent for payment inrespect of the Securities of that series.

 

The Company may at any time, for the purpose of obtaining thesatisfaction and discharge of this Indenture or for any other purpose, pay, orby Company Order direct any Paying Agent to pay, to the Trustee all sums heldin trust by the Company or such Paying Agent, such sums to be held by theTrustee upon the same trusts as those upon which such sums were held by theCompany

 

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or such Paying Agent; and, upon such payment by any Paying Agent to theTrustee, such Paying Agent shall be released from all further liability withrespect to such money.

 

Any money deposited with the Trustee or any Paying Agent, or then heldby the Company, in trust for the payment of the principal of or any premium orinterest on any Security of any series and remaining unclaimed for 18 monthsafter such principal, premium or interest has become due and payable shall bepaid to the Company on Company Request, or (if then held by the Company) shallbe discharged from such trust; and the Holder of such Security shallthereafter, as an unsecured general creditor, look only to the Company forpayment thereof, and all liability of the Trustee or such Paying Agent withrespect to such trust money, and all liability of the Company as trusteethereof, shall thereupon cease; provided, however, that the Trustee or suchPaying Agent, before being required to make any such repayment, may at theexpense of the Company cause to be published once, in a newspaper published inthe English language, customarily published on each Business Day and of generalcirculation in the Borough of Manhattan, The City of New York, New York, noticethat such money remains unclaimed and that, after a date specified therein,which shall not be less than 30 days from the date of such publication, anyunclaimed balance of such money then remaining will be repaid to the Company.

 

Section 1004.  Statement by Officers as to Default.

 

The Company will deliver to the Trustee, within 120 days after the endof each fiscal year of the Company ending after the date hereof, an Officers’Certificate, stating whether or not to the best knowledge of the signersthereof the Company is in default in the performance and observance of any ofthe terms, provisions and conditions of this Indenture (without regard to anyperiod of grace or requirement of notice provided hereunder) and, if theCompany shall be in default, specifying all such defaults and the nature andstatus thereof of which they may have knowledge.

 

Section 1005.  Maintenance of Properties.

 

The Company will cause all properties used or useful in the conduct ofits business or the business of any Subsidiary to be maintained and kept ingood condition, repair and working order and supplied with all necessaryequipment and will cause to be made all necessary repairs, renewals, replacements,betterments and improvements thereof, all as in the judgment of the Company maybe necessary so that the business carried on in connection therewith may beproperly and advantageously conducted at all times; provided, however, thatnothing in this Section shall prevent the Company from discontinuing theoperation or maintenance of any of such properties if such discontinuance is,in the judgment of the Company, desirable in the conduct of its business or thebusiness of any Subsidiary.

 

Section 1006.  Payment of Taxes and Other Claims.

 

The Company will pay or discharge or cause to be paid or discharged,before the same shall become delinquent, (1) all taxes, assessments andgovernmental charges levied or imposed upon the

 

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Company or any Subsidiary or upon the income, profits or property ofthe Company or any Subsidiary, and (2) all lawful claims for labor, materialsand supplies which, if unpaid, might by law become a lien upon the property ofthe Company or any Subsidiary; provided, however, that the Company shall not berequired to pay or discharge or cause to be paid or discharged any such tax,assessment, charge or claim whose amount, applicability or validity is beingcontested in good faith by appropriate proceedings.

 

Section 1007.  Waiver of Certain Covenants.

 

Except as otherwise specified as contemplated by Section 301 forSecurities of such series, the Company may, with respect to the Securities ofany series, omit in any particular instance to comply with any term, provisionor condition set forth in any covenant provided pursuant to Section 301(18),901(2) or 901(7) for the benefit of the Holders of such series if before thetime for such compliance the Holders of at least a majority in principal amountof the Outstanding Securities of such series shall, by Act of such Holders,either waive such compliance in such instance or generally waive compliancewith such term, provision or condition, but no such waiver shall extend to oraffect such term, provision or condition except to the extent so expresslywaived, and, until such waiver shall become effective, the obligations of theCompany and the duties of the Trustee in respect of any such term, provision orcondition shall remain in full force and effect.

 

Section 1008.  Calculation of Original Issue Discount.

 

The Company shall file with the Trustee promptly at the end of eachcalendar year a written notice specifying the amount of original issue discount(including daily rates and accrual periods) accrued on Outstanding Securitiesas of the end of such year.

 

**ARTICLE ELEVEN**

 

**Redemption of Securities**

 

Section 1101.  Applicability of Article.

 

Securities of any series which are redeemable before their StatedMaturity shall be redeemable in accordance with their terms and (except asotherwise specified as contemplated by Section 301 for such Securities) inaccordance with this Article.

 

Section 1102.  Election to Redeem; Notice to Trustee.

 

The election of the Company to redeem any Securities shall be evidencedby a Board Resolution or in another manner specified as contemplated by Section 301for such Securities. In case of any redemption at the election of the Companythe Company shall, at least 45 days prior to

 

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the Redemption Date fixed by the Company (unless a shorter notice shallbe satisfactory to the Trustee), notify the Trustee of such Redemption Date andof the principal amount of Securities of such series to be redeemed. In thecase of any redemption of Securities prior to the expiration of any restrictionon such redemption provided in the terms of such Securities or elsewhere inthis Indenture, the Company shall furnish the Trustee with an Officers’Certificate evidencing compliance with such restriction.

 

Section 1103.  Selection by Trustee of Securities to BeRedeemed.

 

If less than all the Securities of any series are to be redeemed(unless all the Securities of such series and of a specified tenor are to beredeemed or unless such redemption affects only a single Security), theparticular Securities to be redeemed shall be selected not more than 60 daysprior to the Redemption Date by the Trustee, from the Outstanding Securities ofsuch series not previously called for redemption, by such method as the Trusteeshall deem fair and appropriate and which may provide for the selection forredemption of a portion of the principal amount of any Security of such series,provided that the unredeemed portion of the principal amount of any Securityshall be in an authorized denomination (which shall not be less than theminimum authorized denomination) for such Security. If less than all theSecurities of such series are to be redeemed (unless such redemption affectsonly a single Security), the particular Securities to be redeemed shall beselected not more than 60 days prior to the Redemption Date by the Trustee,from the Outstanding Securities of such series not previously called forredemption in accordance with the preceding sentence.

 

The Trustee shall promptly notify the Company in writing of theSecurities selected for redemption as aforesaid and, in case of any Securitiesselected for partial redemption as aforesaid, the principal amount thereof tobe redeemed.

 

The provisions of the two preceding paragraphs shall not apply withrespect to any redemption affecting only a single Security, whether suchSecurity is to be redeemed in whole or in part. In the case of any suchredemption in part, the unredeemed portion of the principal amount of theSecurity shall be in an authorized denomination (which shall not be less thanthe minimum authorized denomination) for such Security.

 

For all purposes of this Indenture, unless the context otherwiserequires, all provisions relating to the redemption of Securities shall relate,in the case of any Securities redeemed or to be redeemed only in part, to theportion of the principal amount of such Securities which has been or is to beredeemed.

 

Section 1104.  Notice of the Redemption.

 

Notice of redemption shall be given by mail not less than 30 nor morethan 60 days prior to the Redemption Date, to each Holder of Securities to beredeemed, at his or her address appearing in the Security Register.

 

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All notices of redemption shall identify the Securities to be redeemedand shall state:

 

(1)  theRedemption Date;

 

(2)  theRedemption Price;

 

(3)  ifless than all the Outstanding Securities of any series consisting of more thana single Security are to be redeemed, the identification (and, in the case ofpartial redemption of any such Securities, the principal amounts) of theparticular Securities to be redeemed and, if less than all the OutstandingSecurities of any series consisting of a single Security are to be redeemed,the principal amount of the particular Security to be redeemed;

 

(4)  thaton the Redemption Date the Redemption Price will become due and payable uponeach such Security to be redeemed and, if applicable, that interest thereonwill cease to accrue on and after said date;

 

(5)  theplace or places where each such Security is to be surrendered for payment ofthe Redemption Price; and

 

(6)  thatthe redemption is for a sinking fund, if such is the case.

 

Notice of redemption of Securities to be redeemed at the election ofthe Company shall be given by the Company or, at the Company’s request, by theTrustee in the name and at the expense of the Company and shall be irrevocable.

 

The notice if mailed in the manner herein provided shall be conclusivelypresumed to have been given, whether or not the Holder receives suchnotice.  In any case, failure to givesuch notice by mail or any defect in the notice to the Holder of any Securitydesignated for redemption as a whole or in part shall not affect the validityof the proceedings for the redemption of any other Security.

 

Section 1105.  Deposit of Redemption Price.

 

On or before any Redemption Date, the Company shall deposit with theTrustee or with a Paying Agent (or, if the Company is acting as its own PayingAgent, segregate and hold in trust as provided in Section 1003) an amountof money sufficient to pay the Redemption Price of, and (except if theRedemption Date shall be an Interest Payment Date) accrued interest on, all theSecurities which are to be redeemed on that date.

 

Section 1106.  Securities Payable on Redemption Date.

 

Notice of redemption having been given as aforesaid, the Securities soto be redeemed shall, on the Redemption Date, become due and payable at theRedemption Price therein specified,  andfrom and after such date (unless the Company shall default in the payment ofthe Redemption Price

 

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and accrued interest) such Securities shall cease to bear interest.Upon surrender of any such Security for redemption in accordance with saidnotice, such Security shall be paid by the Company at the Redemption Price,together with accrued interest to the Redemption Date; provided, however, that,unless otherwise specified as contemplated by Section 301, installments ofinterest whose Stated Maturity is on or prior to the Redemption Date will bepayable to the Holders of such Securities, or one or more PredecessorSecurities, registered as such at the close of business on the relevant RecordDates according to their terms and the provisions of Section 307.

 

Section 1107.  Securities Redeemed in Part.

 

Any Security which is to be redeemed only in part shall be surrenderedat a Place of Payment therefor (with, if the Company or the Trustee sorequires, due endorsement by, or a written instrument of transfer in formsatisfactory to the Company and the Trustee duly executed by, the Holderthereof or his or her attorney duly authorized in writing), and the Companyshall execute, and the Trustee shall authenticate and deliver to the Holder ofsuch Security without service charge, a new Security or Securities of the sameseries and of like tenor, of any authorized denomination as requested by suchHolder, in aggregate principal amount equal to and in exchange for theunredeemed portion of the principal of the Security so surrendered; provided,however, that a Depositary need not surrender a Global Security for a partialredemption and may be authorized to make a notation on such Global Security ofsuch partial redemption.  In the case ofa partial redemption of a Global Security, the Depositary, and in turn, theparticipants in the Depositary shall have the responsibility to select anySecurities to be redeemed by random lot.

 

**ARTICLE TWELVE**

 

**Sinking Funds**

 

Section 1201.  Applicability of Article.

 

The provisions of this Article shall be applicable to any sinkingfund for the retirement of Securities of any series except as otherwisespecified as contemplated by Section 301 for such Securities.

 

The minimum amount of any sinking fund payment provided for by theterms of any Securities is herein referred to as a “mandatory sinking fundpayment”, and any payment in excess of such minimum amount provided for by theterms of such Securities is herein referred to as an “optional sinking fundpayment”. If provided for by the terms of any Securities, the cash amount ofany sinking fund payment may be subject to reduction as provided in Section 1202.Each sinking fund payment shall be applied to the redemption of Securities asprovided for by the terms of such Securities.

 

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Section 1202.  Satisfaction of Sinking Fund Payments withSecurities.

 

The Company (1) may deliver Outstanding Securities of a series (otherthan any previously called for redemption) and (2) may apply as a creditSecurities of a series which have been redeemed either at the election of theCompany pursuant to the terms of such Securities or through the application ofpermitted optional sinking fund payments pursuant to the terms of suchSecurities, in each case in satisfaction of all or any part of any sinking fundpayment with respect to any Securities of such series required to be madepursuant to the terms of such Securities as and to the extent provided for bythe terms of such Securities; provided that the Securities to be so creditedhave not been previously so credited. The Securities to be so credited shall bereceived and credited for such purpose by the Trustee at the Redemption Price,as specified in the Securities so to be redeemed, for redemption throughoperation of the sinking fund and the amount of such sinking fund payment shallbe reduced accordingly.

 

Section 1203.  Redemption of Securities for Sinking Fund.

 

Not less than 45 days prior to each sinking fund payment date for anySecurities, the Company will deliver to the Trustee an Officers’ Certificatespecifying the amount of the next ensuing sinking fund payment for suchSecurities pursuant to the terms of such Securities, the portion thereof, ifany, which is to be satisfied by payment of cash and the portion thereof, ifany, which is to be satisfied by delivering and crediting Securities pursuantto Section 1202 and will also deliver to the Trustee any Securities to beso delivered. Not less than 30 days prior to each such sinking fund paymentdate, the Trustee shall select the Securities to be redeemed upon such sinkingfund payment date in the manner specified in Section 1103 and cause noticeof the redemption thereof to be given in the name of and at the expense of theCompany in the manner provided in Section 1104. Such notice having beenduly given, the redemption of such Securities shall be made upon the terms andin the manner stated in Sections 1106 and 1107.

 

**ARTICLE THIRTEEN**

 

**Defeasance and Covenant Defeasance**

 

Section 1301.  Company’s Option to Effect Defeasance orCovenant Defeasance.

 

The Company may elect, at its option at any time, to have Section 1302or Section 1303 applied to any Securities or any series of Securities, asthe case may be, designated pursuant to Section 301 as being defeasiblepursuant to such Section 1302 or 1303, in accordance with any applicablerequirements provided pursuant to Section 301 and upon compliance with theconditions set forth below in this Article. Any such election shall beevidenced by a Board Resolution or in another manner specified as contemplatedby Section 301 for such Securities.

 

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Section 1302.  Defeasance and Discharge.

 

Upon the Company’s exercise of its option (if any) to have this Section appliedto any Securities or any series of Securities, as the case may be, the Companyshall be deemed to have been discharged from its obligations with respect tosuch Securities as provided in this Section on and after the date theconditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).For this purpose, such Defeasance means that the Company shall be deemed tohave paid and discharged the entire indebtedness represented by such Securitiesand to have satisfied all its other obligations under such Securities and thisIndenture insofar as such Securities are concerned (and the Trustee, at theexpense of the Company, shall execute proper instruments acknowledging thesame), subject to the following which shall survive until otherwise terminatedor discharged hereunder: (1) the rights of Holders of such Securities toreceive, solely from the trust fund described in Section 1304 and as morefully set forth in such Section, payments in respect of the principal of andany premium and interest on such Securities when payments are due, (2) theCompany’s obligations with respect to such Securities under Sections 304, 305,306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities ofthe Trustee hereunder and (4) this Article. Subject to compliance with thisArticle, the Company may exercise its option (if any) to have this Section appliedto any Securities notwithstanding the prior exercise of its option (if any) tohave Section 1303 applied to such Securities.

 

Section 1303.  CovenantDefeasance.

 

Upon the Company’s exercise of its option (if any) to have this Section appliedto any Securities or any series of Securities, as the case may be, (1) theCompany shall be released from its obligations under Section 801(3),Sections 1005 through 1006, inclusive, and any covenants provided pursuant to Section 301(19),901(2) or 901(7) for the benefit of the Holders of such Securities and (2) theoccurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3),Sections 1005 through 1006, inclusive, and any such covenants provided pursuantto Section 301(19), 901(2) or 901(7)), and 501(7) shall be deemed not tobe or result in an Event of Default in each case with respect to suchSecurities as provided in this Section on and after the date theconditions set forth in Section 1304 are satisfied (hereinafter called “CovenantDefeasance”). For this purpose, such Covenant Defeasance means that, withrespect to such Securities, the Company may omit to comply with and shall haveno liability in respect of any term, condition or limitation set forth in anysuch specified Section (to the extent so specified in the case of Section 501(4))or Article Fourteen, whether directly or indirectly by reason of anyreference elsewhere herein to any such Section or Article or byreason of any reference in any such Section or Article to any otherprovision herein or in any other document, but the remainder of this Indentureand such Securities shall be unaffected thereby.

 

Section 1304.  Conditions to Defeasance or CovenantDefeasance.

 

The following shall be the conditions to the application of Section 1302or Section 1303 to any Securities or any series of Securities, as the casemay be:

 

(1)  TheCompany shall irrevocably have deposited or caused to be deposited with theTrustee (or another trustee which satisfies the requirements contemplated by Section 609

 

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and agrees to comply with the provisions of this Article applicableto it) as trust funds in trust for the purpose of making the followingpayments, specifically pledged as security for, and dedicated solely to, thebenefit of the Holders of such Securities, (A) money in an amount, or (B) U.S.Government Obligations which through the scheduled payment of principal andinterest in respect thereof in accordance with their terms will provide, notlater than one day before the due date of any payment, money in an amount, or(C) a combination thereof, in each case sufficient, in the opinion of a firm ofindependent public accountants expressed in a written certification thereofdelivered to the Trustee, to pay and discharge, and which shall be applied by theTrustee (or any such other qualifying trustee) to pay and discharge, theprincipal of and any premium and interest on such Securities on the respectiveStated Maturities, in accordance with the terms of this Indenture and suchSecurities. As used herein, “U.S. Government Obligation” means (x) any securitywhich is (i) a direct obligation of the United States of America for thepayment of which the full faith and credit of the United States of America ispledged or (ii) an obligation of a Person controlled or supervised by andacting as an agency or instrumentality of the United States of America thepayment of which is unconditionally guaranteed as a full faith and creditobligation by the United States of America, which, in either case (i) or (ii),is not callable or redeemable at the option of the issuer thereof, and (y) anydepositary receipt issued by a bank (as defined in Section 3(a)(2) of theSecurities Act) as custodian with respect to any U.S. Government Obligationwhich is specified in Clause (x) above and held by such bank for the account ofthe holder of such depositary receipt, or with respect to any specific paymentof principal of or interest on any U.S. Government Obligation which is sospecified and held, provided that (except as required by law) such custodian isnot authorized to make any deduction from the amount payable to the holder ofsuch depositary receipt from any amount received by the custodian in respect ofthe U.S. Government Obligation or the specific payment of principal or interestevidenced by such depositary receipt.

 

(2)  Inthe event of an election to have Section 1302 apply to any Securities orany series of Securities, as the case may be, the Company shall have deliveredto the Trustee an Opinion of Counsel stating that (A) the Company has receivedfrom, or there has been published by, the Internal Revenue Service a ruling or(B) since the date of this instrument, there has been a change in theapplicable Federal income tax law, in either case (A) or (B) to the effect that,and based thereon such opinion shall confirm that, the Holders of suchSecurities will not recognize gain or loss for Federal income tax purposes as aresult of the deposit, Defeasance and discharge to be effected with respect tosuch Securities and will be subject to Federal income tax on the same amount,in the same manner and at the same times as would be the case if such deposit,Defeasance and discharge were not to occur.

 

(3)  Inthe event of an election to have Section 1303 apply to any Securities orany series of Securities, as the case may be, the Company shall have deliveredto the Trustee an Opinion of Counsel to the effect that the Holders of suchSecurities will not recognize gain or loss for Federal income tax purposes as aresult of the deposit and Covenant Defeasance to be effected with respect tosuch Securities and will be subject to Federal income tax on the same amount,in the same manner and at the same times as would be the case if such depositand Covenant Defeasance were not to occur.

 

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(4)  TheCompany shall have delivered to the Trustee an Officers’ Certificate to theeffect that neither such Securities nor any other Securities of the sameseries, if then listed on any securities exchange, will be delisted as a resultof such deposit.

 

(5)  Noevent which is, or after notice or lapse of time or both would become, an Eventof Default with respect to such Securities or any other Securities shall haveoccurred and be continuing at the time of such deposit or, with regard to anysuch event specified in Sections 501(5) and (6), at any time on or prior to the90th day after the date of such deposit (it being understood that thiscondition shall not be deemed satisfied until after such 90th day).

 

(6)  SuchDefeasance or Covenant Defeasance shall not cause the Trustee to have aconflicting interest within the meaning of the Trust Indenture Act (assumingall Securities are in default within the meaning of such Act).

 

(7)  SuchDefeasance or Covenant Defeasance shall not result in a breach or violation of,or constitute a default under, any other agreement or instrument to which theCompany is a party or by which it is bound.

 

(8)  SuchDefeasance or Covenant Defeasance shall not result in the trust arising fromsuch deposit constituting an investment company within the meaning of theInvestment Company Act unless such trust shall be registered under such Act orexempt from registration thereunder.

 

(9)  Atthe time of such deposit, (A) no default in the payment of any principal of orpremium or interest on any Senior Debt shall have occurred and be continuing,(B) no event of default with respect to any Senior Debt shall have resulted insuch Senior Debt becoming, and continuing to be, due and payable prior to thedate on which it would otherwise have become due and payable (unless payment ofsuch Senior Debt has been made or duly provided for), and (C) no other event ofdefault with respect to any Senior Debt shall have occurred and be continuingpermitting (after notice or lapse of time or both) the holders of such SeniorDebt (or a trustee on behalf of such holders) to declare such Senior Debt dueand payable prior to the date on which it would otherwise have become due andpayable.

 

(10)  TheCompany shall have delivered to the Trustee an Officers’ Certificate and anOpinion of Counsel, each stating that all conditions precedent with respect tosuch Defeasance or Covenant Defeasance have been complied with.

 

Section 1305.  Deposited Money and U.S. GovernmentObligations to Be Held in Trust; Miscellaneous Provisions.

 

Subject to the provisions of the last paragraph of Section 1003,all money and U.S. Government Obligations (including the proceeds thereof)deposited with the Trustee or other qualifying trustee (solely for purposes ofthis Section and Section 1306, the Trustee and any such

 

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other trustee are referred to collectively as the “Trustee”) pursuantto Section 1304 in respect of any Securities shall be held in trust andapplied by the Trustee, in accordance with the provisions of such Securitiesand this Indenture, to the payment, either directly or through any such PayingAgent (including the Company acting as its own Paying Agent) as the Trustee maydetermine, to the Holders of such Securities, of all sums due and to become duethereon in respect of principal and any premium and interest, but money so heldin trust need not be segregated from other funds except to the extent requiredby law.

 

Money and U.S. Government Obligations so held in trust shall not besubject to the provisions of Article Fourteen.

 

The Company shall pay and indemnify the Trustee against any tax, fee orother charge imposed on or assessed against the U.S. Government Obligationsdeposited pursuant to Section 1304 or the principal and interest receivedin respect thereof other than any such tax, fee or other charge which by law isfor the account of the Holders of Outstanding Securities.

 

Anything in this Article to the contrary notwithstanding, theTrustee shall deliver or pay to the Company from time to time upon CompanyRequest any money or U.S. Government Obligations held by it as provided in Section 1304with respect to any Securities which, in the opinion of a firm of independentpublic accountants expressed in a written certification thereof delivered tothe Trustee, are in excess of the amount thereof which would then be requiredto be deposited to effect the Defeasance or Covenant Defeasance, as the casemay be, with respect to such Securities.

 

Section 1306.  Reinstatement.

 

If the Trustee or the Paying Agent is unable to apply any money inaccordance with this Article with respect to any Securities by reason ofany order or judgment of any court or governmental authority enjoining,restraining or otherwise prohibiting such application, then the obligationsunder this Indenture and such Securities from which the Company has beendischarged or released pursuant to Section 1302 or 1303 shall be revivedand reinstated as though no deposit had occurred pursuant to this Article withrespect to such Securities, until such time as the Trustee or Paying Agent ispermitted to apply all money held in trust pursuant to Section 1305 withrespect to such Securities in accordance with this Article; provided, however,that if the Company makes any payment of principal of or any premium orinterest on any such Security following such reinstatement of its obligations,the Company shall be subrogated to the rights (if any) of the Holders of suchSecurities to receive such payment from the money so held in trust.

 

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**ARTICLE FOURTEEN**

 

**Junior Subordinated Securities**

 

Section 1401.Certain Securities Subordinate to Senior Debt.

 

As provided pursuant to Section 301 or in a supplementalindenture, the Company may issue one or more series of Securities subject tothe provisions of this Article Fourteen, and each Holder of a Security ofa series so issued (“Junior Subordinated Securities”), whether upon originalissue or upon transfer or assignment thereof, accepts and agrees to be bound bysuch provisions.

 

The payment of the principal of, premium, if any, and interest on allJunior Subordinated Securities issued with respect to which this Article Fourteenapplies shall, to the extent and in the manner hereinafter set forth, besubordinate and subject in right of payment to the prior payment in full of allSenior Debt, whether outstanding at the date of this Indenture or thereafterincurred.

 

No provision of this Article Fourteen shall prevent the occurrenceof any default or Event of Default hereunder.

 

Section 1402.  Payment Over of Proceeds Upon Default.

 

In the event and during the continuation of any default in the paymentof principal, premium, interest or any other payment due on any Senior Debtcontinuing beyond the period of grace, if any, specified in the instrumentevidencing such Senior Debt, unless and until such default shall have beencured or waived or shall have ceased to exist, or in the event that thematurity of any Senior Debt has been accelerated because of a default, then nopayment shall be made by the Company with respect to the principal (includingredemption and sinking fund payments) of, or premium, if any, or interest onthe Junior Subordinated Securities.

 

In the event that, notwithstanding the foregoing, any payment shall bereceived by the Trustee or any holder when such payment is prohibited by thepreceding paragraph of this Section 1402, such payment shall be held intrust for the benefit of, and shall be paid over or delivered to, the holdersof Senior Debt or their respective representatives, or to the trustee ortrustees under any indenture pursuant to which any of such Senior Debt may havebeen issued, as their respective interests may appear, but only to the extentthat the holders of the Senior Debt (or their representative or representativesor a trustee) notify the Trustee within 90 days of such payment of the amountsthen due and owing on the Senior Debt and only the amounts specified in suchnotice to the Trustee shall be paid to the holders of Senior Debt.

 

Section 1403.  Payment Over of Proceeds Upon Dissolution,Etc.

 

Upon any payment by the Company, or distribution of assets of theCompany of any kind or character, whether in cash, property or securities, tocreditors upon any dissolution or winding-up or liquidation or reorganizationof the Company, whether voluntary or involuntary or in bankruptcy, insolvency,receivership or other proceedings, all amounts due or to become due upon allSenior Debt shall first be paid in full, or payment thereof provided for inmoney in accordance with its terms, before any payment is made on account ofthe principal (and premium, if any) or interest on the Junior SubordinatedSecurities; and upon any such dissolution or winding-up or liquidation orreorganization any payment by the Company, or distribution of assets of theCompany of any kind

 

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or character, whether in cash, property or securities, to which theHolders of the Junior Subordinated Securities or the Trustee would be entitled,except for the provisions of this Article Fourteen, shall be paid by theCompany or by any receiver, trustee in bankruptcy, liquidating trustee, agentor other person making such payment or distribution, or by the Holders of theJunior Subordinated Securities or by the Trustee under this Indenture ifreceived by them or it, directly to the holders of Senior Debt (pro rata tosuch holders on the basis of the respective amounts of Senior Debt held by suchholders, as calculated by the Company) or their representative orrepresentatives, or to the trustee or trustees under any indenture pursuant towhich any instruments evidencing any Senior Debt may have been issued, as theirrespective interests may appear, to the extent necessary to pay all Senior Debtin full, in money or money’s worth, after giving effect to any concurrentpayment or distribution to or for the holders of Senior Debt, before anypayment or distribution is made to the holders of Junior SubordinatedSecurities or to the Trustee.

 

In the event that, notwithstanding the foregoing, any payment ordistribution of assets of the Company of any kind or character, whether incash, property or securities, prohibited by the foregoing, shall be received bythe Trustee or the holders of the Junior Subordinated Securities before allSenior Debt is paid in full, or provision is made for such payment in money inaccordance with its terms, such payment or distribution shall be held in trustfor the benefit of and shall be paid over or delivered to the holders of SeniorDebt or their representative or representatives, or to the trustee or trusteesunder any indenture pursuant to which any instruments evidencing any SeniorDebt may have been issued, as their respective interests may appear, ascalculated by the Company, for application to the payment of all Senior Debtremaining unpaid to the extent necessary to pay all Senior Debt in full in moneyin accordance with its terms, after giving effect to any concurrent payment ordistribution to or for the holders of such Senior Debt.

 

For purposes of this Article Fourteen, the words, “cash, propertyor securities” shall not be deemed to include shares of stock of the Company asreorganized or readjusted, or securities of the Company or any othercorporation provided for by a plan of reorganization or readjustment, thepayment of which is subordinated at least to the extent provided in this Article Fourteenwith respect to the Junior Subordinated Securities to the payment of all SeniorDebt which may at the time be outstanding; provided that (i) the Senior Debt isassumed by the new corporation, if any, resulting from any such reorganizationor readjustment, and (ii) the rights of the holders of the Senior Debt are not,without the consent of such holders, altered by such reorganization orreadjustment. The consolidation of the Company with, or the merger of theCompany into, another corporation or the liquidation or dissolution of theCompany following the conveyance or transfer of its property as an entirety, orsubstantially as an entirety, to another corporation upon the terms andconditions provided for in Article Eight hereof shall not be deemed a dissolution,winding-up, liquidation or reorganization for the proposes of this Section 1403if such other corporation shall, as a part of such consolidation, merger,conveyance or transfer, comply with the conditions stated in Article Eighthereof. Nothing in Section 1402 or in this Section 1403 shall applyto claims of, or payments to, the Trustee under or pursuant to Section 607.

 

Section 1404.  Subrogation to Rights of Holders of SeniorDebt.

 

Subject to the payment in full of all Senior Debt, the rights of theholders of the Junior Subordinated Securities shall be subrogated to the rightsof the holders of Senior Debt to receive

 

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payments or distributions of cash, property or securities of theCompany applicable to the Senior Debt; and, for the purposes of suchsubrogation, no payment or distributions to the holders of the Senior Debt ofany cash, property or securities to which the holders of the JuniorSubordinated Securities or the Trustee would be entitled except for theprovisions of this Article Fourteen, and no payment over pursuant to theprovisions of this Article Fourteen, to or for the benefit of the holdersof Senior Debt by holders of the Junior Subordinated Securities or the Trustee,shall, as between the Company, its creditors other than holders of Senior Debt,and the Holders of the Junior Subordinated Securities, be deemed to be apayment by the Company to or on account of the Senior Debt.  It is understood that the provisions of this Article Fourteenare and are intended solely for the purposes of defining the relative rights ofthe holders of the Junior Subordinated Securities, on the one hand, and theholders of the Senior Debt on the other hand.

 

Nothing contained in this Article Fourteen or elsewhere in thisIndenture or in the Junior Subordinated Securities is intended to or shallimpair, as between the Company, its creditors other than the holders of SeniorDebt, and the holders of the Junior Subordinated Securities, the obligation ofthe Company, which is absolute and unconditional, to pay to the holders of theJunior Subordinated Securities the principal of (and premium, if any) andinterest on the Junior Subordinated Securities as and when the same shallbecome due and payable in accordance with their terms, or is intended to orshall affect the relative rights of the holders of the Junior SubordinatedSecurities and creditors of the Company other than the holders of the SeniorDebt, nor shall anything herein or therein prevent the Trustee or the holder ofany Junior Subordinated Security from exercising all remedies otherwisepermitted by applicable law upon default under this Indenture, subject to therights, if any, under this Article Fourteen of the holders of Senior Debtin respect of cash, property or securities of the Company received upon theexercise of any such remedy.

 

Upon any payment or distribution of assets of the Company referred toin this Article Fourteen, the Trustee, subject to the provision of Article Six,and the Holders of the Junior Subordinated Securities shall be entitled to relyupon any order or decree made by any court of competent jurisdiction in whichsuch dissolution, winding-up, liquidation or reorganization, liquidation orreorganization proceedings are pending, or a certificate of the receiver,trustee in bankruptcy, liquidation trustee, agent or other person making suchpayment or distribution, delivered to the Trustee or to the Holders of theJunior Subordinated Securities, for the purposes of ascertaining the personsentitled to participate in such distribution, the holders of the Senior Debtand other indebtedness of the Company, the amount hereof or payable thereon,the amount or amounts paid or distributed thereon and all other facts pertinentthereto or to this Article Fourteen.

 

Section 1405. Trustee toEffectuate Subordination.

 

Each Holder of a Junior Subordinated Security by his or her acceptancethereof authorizes and directs the Trustee in his or her behalf to take suchaction as may be necessary or appropriate to effectuate the subordinationprovided in this Article Fourteen and appoints the Trustee his or her attorney-in-factfor any and all such purposes.

 

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Section 1406.  Notice to Trustee.

 

The Company shall give prompt written notice to a Responsible Officerof the Trustee of any fact known to the Company which would prohibit the makingof any payment of monies to or by the Trustee in respect of the JuniorSubordinated Securities pursuant to the provisions of this Article Fourteen.  Notwithstanding the provisions of this Article Fourteenor any other provision of this Indenture, the Trustee shall not be charged withknowledge of the existence of any facts which would prohibit the making of anypayment of monies to or by the Trustee in respect of the Junior SubordinatedSecurities pursuant to the provisions of this Article Fourteen, unless anduntil a Responsible Officer of the Trustee shall have received written noticethereof at the Principal Office of the Trustee from the Company or a holder orholders of Senior Debt or from any trustee therefor; and before the receipt ofany such written notice, the Trustee, subject to the provisions of Article Six,shall be entitled in all respects to assume that no such facts exist; provided,however, that if the Trustee shall not have received the notice provided for inthis Section 1406 at least two Business Days prior to the date upon whichby the terms hereof any money may become payable for any purpose (including,without limitation, the payment of the principal of (or premium, if any) orinterest on any Junior Subordinated Security), then, anything herein containedto the contrary notwithstanding, the Trustee shall have full power andauthority to receive such money and to apply the same to the purposes for whichthey were received, and shall not be affected by any notice to the contrarywhich may be received by it within two Business Days prior to such date.

 

The Trustee, subject to the provisions of Article Six, shall beentitled to rely on the delivery to it of a written notice by a personrepresenting himself to be a holder of Senior Debt (or a trustee on behalf ofsuch holder) to establish that such notice has been given by a holder of SeniorDebt or a trustee on behalf of any such holder or holders. In the event thatthe Trustee determines in good faith that further evidence is required withrespect to the right of any person as a holder of Senior Debt to participate inany payment or distribution pursuant to this Article Fourteen, the Trusteemay request such person to furnish evidence to the reasonable satisfaction ofthe Trustee as to the amount of Senior Debt held by such Person, the extent towhich such person is entitled to participate in such payment or distributionand any other facts pertinent to the rights of such person under this Article Fourteen,and if such evidence is not furnished the Trustee may defer any payment to suchperson pending judicial determination as to the right of such person to receivesuch payment.

 

Section 1407.  Rights of Trustee as Holder of Senior Debt;Preservation of Trustee’s Rights.

 

The Trustee in its individual capacity shall be entitled to all therights set forth in this Article Fourteen in respect of any Senior Debt atany time held by it, to the same extent as any other holder of Senior Debt, andnothing in this Indenture shall deprive the Trustee of any of its rights assuch holder.

 

Nothing in this Article Fourteen shall apply to claims of, orpayments to, the Trustee under or pursuant to Section 607.

 

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Section 1408.  No Waiver of Subordination Provisions.

 

No right of any present or future holder of any Senior Debt to enforcesubordination as herein provided shall at any time in any way be prejudiced orimpaired by any act or failure to act on the part of the Company or by any actor failure to act, in good faith, by any such holder, or by any noncomplianceby the Company with the terms, provisions and covenants of this Indenture,regardless of any knowledge thereof which any such holder may have or otherwisebe charged with.

 

Without in any way limiting the generality of the foregoing paragraph,the holders of Senior Debt may, at any time and from time to time, without theconsent of or notice to the Trustee or the holders of the Junior SubordinatedSecurities, without incurring responsibility to the holders of the JuniorSubordinated Securities and without impairing or releasing the subordinationprovided in this Article or the obligations hereunder of the holders ofthe Junior Subordinated Securities to the holders of Senior Debt, do any one ormore of the following: (i) change the manner, place or terms of payment orextend the time of payment of, or renew or alter, Senior Debt, or otherwiseamend or supplement in any manner Senior Debt or any instrument evidencing thesame or any agreement under which Senior Debt is outstanding; (ii) sell,exchange, release or otherwise deal with any property pledged, mortgaged orotherwise securing Senior Debt; (iii) release any person liable in any mannerfor the collection of Senior Debt; and (iv) exercise or refrain from exercisingany rights against the Company and any other person.

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This instrument may be executed in any number of counterparts, each ofwhich so executed shall be deemed to be an original, but all such counterpartsshall together constitute but one and the same instrument.

 

In Witness Whereof, the parties hereto have caused this Indenture to beduly executed as of the day and year first above written.

 
|   | THE UNION LIGHT, HEAT AND POWER      |
|--------|--------------------------------------|
|   | COMPANY                              |
|   |                                 |
|   |                                 |
|   | By                                   |   |   |
|   |                                 | Wendy L. Aumiller |
|   |                                 | Treasurer |
|   |                                 |
|   |                                 |
|   | DEUTSCHE BANK TRUST COMPANY AMERICAS |
|   | as Trustee                           |
|   |                                 |
|   |                                 |
|   | By                                   |   |   |
|   |                                 | George F. Kubin |
|   |                                 | Vice President |

 

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